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04.25.23 FULL AGENDA
If anyone requires reasonable ADA accommodations, please contact the office of the City Manager at citymgr@ci.oshkosh.wi.us, or phone 920-236-5002. To send written correspondence to Council, mail to the City Manager, or place in City Hall Dropbox, or email to council@ci.oshkosh.wi.us, (prior to the Council meeting). OSHKOSH COMMON COUNCIL AGENDA COUNCIL CHAMBERS, CITY HALL OSHKOSH, WISCONSIN April 25, 2023 A. CALL TO ORDER: (6:00 pm) Voting First: Council Member Esslinger B. ROLL CALL C. INVOCATION D. PLEDGE OF ALLEGIANCE Shapiro STEM Academy Oakwood Elementary E. PRESENTATION BY COUNCIL CANDIDATES Indira Pulakandum Vicky Redlin Aaron Wojciechowski Devon Hudak Adam BellCorelli LaKeisha Haase Kristopher Ulrich Shawn William Park Mark Showers Meredith Scheuermann Christopher Hibben (Public Comment will be taken after all candidates have made their presentations to the council. Citizens wishing to speak must register through the city’s website or the “Connect Oshkosh” smartphone app.) 01. Res 23-175 Appoint Individual to Fill Vacant Council Seat F. PRESENTATIONS Ehlers Utility Debt Presentation OSHKOSH COMMON COUNCIL – April 25, 2023 NOTE: The Council has a five-minute rule for all speakers addressing an item on the agenda. If you require more time please inform the Mayor at the beginning of your presentation. G. CITIZEN STATEMENTS TO COUNCIL (Citizens wishing to speak must register through the city’s website or the “Connect Oshkosh” smartphone app. Citizens are to address the Council only. Statements are limited to five (5) minutes; must address items that are not listed on the Council meeting agenda, are limited to issues that have an impact on the City of Oshkosh and the Common Council may address at a future meeting, and must not include endorsements of any candidates or other electioneering.) H. CONSENT AGENDA ITEMS (Consent Agenda Items are those items of a routine administrative nature that are voted on by the Council in a Single Roll Call Vote. Staff Recommends Approval of all Items. Any member of the public or Common Council may request that an item be removed from the Consent Agenda for discussion.) 02. Report of Bills by the Finance Director 03. Receipt & Filing of Meeting Minutes - Common Council Meeting 04.11.23 & 04.18.23 04. Receipt & Filing of Meeting Minutes – Museum Board Meeting 03.02.23 05. Res 23-176 Approve CIP Amendment and Award Bid for Public Works Contract No. 23- 05 to Vinton Construction Company, Inc. for Lakeshore Park Parking Lot and Trails Construction ($331,569.18) 06. Res 23-177 Award Bid for Public Works Contract No. 23-12 to August Winter & Sons, Inc. for Wastewater Treatment Plant Secondary Clarifiers Mortar Replacement ($580,000.00) 07. Res 23-178 Approve Initial Resolution for Special Assessments for Storm Sewer Laterals Relating to Contract 23-20 / Various Locations 08. Res 23-179 Grant Storm Sewer Easements Located Northeast of East 9th Avenue to the City of Oshkosh Redevelopment Authority (Plan Commission Recommends Approval) 09. Res 23-180 Grant Electric Underground and Gas Easements to Wisconsin Public Service for Undergrounding of Utilities in the Sawdust District (Redevelopment Authority Recommends Approval) 10. Res 23-181 Approve General Development Plan and Specific Implementation Plan for an Off-Site Parking Lot for Property Located East of 505 Marion Road (Plan Commission Recommends Approval) 11. Res 23-182 Approve Land Acquisition of 19 East Irving Avenue from Elevan Leasing LLC ($277,400.00) (Plan Commission Recommends Approval) 12. Res 23-183 Approve Specific Implementation Plan Amendment for Patio Modifications at 425 Nebraska Street (Plan Commission Recommends Approval) OSHKOSH COMMON COUNCIL – April 25, 2023 NOTE: The Council has a five-minute rule for all speakers addressing an item on the agenda. If you require more time please inform the Mayor at the beginning of your presentation. H. CONSENT AGENDA continued: 13. Res 23-184 Approve Cooperative Purchase of Tandem Axle Plow Truck from Quality Truck Care Center and Plow/Wing Components from Monroe Truck Equipment, Inc. for Streets Division ($296,500.00) 14. Res 23-185 Amend 2023 CIP and Approve Cooperative Purchase of Tandem Axle Plow Truck from Quality Truck Care Center and Plow/Wing/Underbody Scraper Components from Monroe Truck Equipment, Inc. for Streets Division ($307,775.00) 15. Res 23-186 Approve Special Event – Extreme Custom’s to host their Season Opener in the Extreme Custom’s Parking Lot 2175 S Koeller St., April 29, 2023 16. Res 23-187 Approve Special Event – National Alliance on Mental Health Oshkosh (NAMI) to utilize City streets & sidewalks for the Oshkosh 5K for Mental Health & Suicide Awareness, May 6, 2023 17. Res 23-188 Approve Special Event – Kelly’s Bar to hold their Beer Gardens/Graduation in the Parking Lot of Kelly’s Bar, 219 Wisconsin St., May 12 & 13, 2023 18. Res 23-189 Approve Special Event – Fox Valley Technical College to host their Spring Commencement at the UW Oshkosh Kolf Sports Center, May 14, 2023 19. Res 23-190 Approve Special Event – Ardy & Ed’s Drive In to utilize Doty Street for the Ardy & Ed’s Cruise Nights, May 25, June 22, July 20 & August 24, 2023 20. Res 23-191 Approve Special Event – Oshkosh Into the Night to utilize Opera House Square and Market Street for the Oshkosh Into the Night event, May 25, 2023 21. Res 23-192 Approve Special Event – Houge’s Tavern to utilize Menominee Park Millers Bay for Houge’s Walleye Warm-Up, May 27, 2023 22. Res 23-193 Approve Special Event – Father Carr’s Place 2 Be to host the CaRRnival for Kids in Father Carr’s Parking Lot 1062 N Koeller St., June 3, 2023 23. Res 23-194 Approve Special Event – Downtown Business Improvement District (BID) to utilize Opera House Square & Market Street for the Music on Main series, June 7 through September 27, 2023 (Wednesdays) 24. Res 23-195 Approve Special Event – Downtown Business Improvement District (BID) to utilize Opera House Square & Market Street for the Live at Lunch Series, June 8 through August 31, 2023 (Thursdays) 25. Res 23-196 Approve Special Event – Jambalaya Arts Inc. to utilize the alley area behind 401-419 N Main Street for the Alley Art Market & Art Night Oshkosh series, June 10, August 12, September 9, & October 14, 2023 26. Res 23-197 Approve Special Event – The Grand Oshkosh to utilize the parking lot alley adjacent to The Grand for the Grand Vegas Experience, June 10, 2023 27. Res 23-198 Approve Special Event – Winnebago County ADRC to utilize City sidewalks and Opera House Square for the Elder Abuse Awareness March, June 15, 2023 28. Res 23-199 Approve Special Event – Waterfest Inc to utilize the Leach Amphitheater for the Waterfest concert series, June 15 through August 24, 2023 (Thursdays) OSHKOSH COMMON COUNCIL – April 25, 2023 NOTE: The Council has a five-minute rule for all speakers addressing an item on the agenda. If you require more time please inform the Mayor at the beginning of your presentation. H. CONSENT AGENDA continued: 29. Res 23-200 Approve Special Event – Oshkosh Yacht Club to utilize Menominee Park for the Oshkosh Yacht Club’s Extreme Regatta, July 17 & 18, 2023 30. Res 23-201 Approve Special Event – Silver Star Brands to utilize Menominee Park for their Employee Appreciation Day, August 17, 2023 31. Res 23-202 Approve Special Event – Fox Valley Physical Therapy to utilize City sidewalks for the Spectacular Game Night & Run-Roll-Ride 1K, August 18, 2023 32. Res 23-203 Approve Special Event – Dutri Run Foundation to utilize City streets for Race the Lake, August 20, 2023 33. Res 23-204 Approve Special Event – Oshkosh Jazz Festival to utilize the 400 Block of N. Main Street for the Oshkosh Jazz Festival, August 26, 2023 34. Res 23-205 Approve Special Event – Downtown Oshkosh Business Improvement District (BID) to utilize City streets for the Downtown Oshkosh Holiday Parade, November 30, 2023 35. Res 23-206 Approve Block Party – Morgan Meier to utilize Eckardt Court to hold their neighborhood block party, June 17, 2023 36. Res 23-207 Appointments to Various Boards and Commissions 37. Res 23-208 Approve Combination “Class B” License & Operator Licenses I. ITEMS REMOVED FROM CONSENT AGENDA J. PENDING ORDINANCE 38. Ord 23-209 Repeal and Recreate Chapter 4 Article IV Pertaining to Alcohol Beverages/ Issuance Of Operator’s Licenses 39. Ord 23-210 Approve Amendment to Comprehensive Land Use Plan Maps Changing the Land Designation of the Properties Located Along the Southern Intersection of North Koeller Street and Oshkosh Avenue from Light Density Residential to Neighborhood Commercial (Plan Commission Recommends Approval) K. NEW ORDINANCES ((NOTE: Items designated with an asterisk * will not be voted on) 40. *Ord 23-211 Approve Zone Change from Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD) for Property Located at 2665 Oregon Street (Plan Commission Recommends Approval) 41. Ord 23-212 Create Section 2-56(C) Pertaining to Compensation for Board of Review Members (staff recommends adoption on first reading) 42. *Ord 23-213 Establish no parking on W. Ripple Avenue, south side from Oregon Street to Red Oak Court 43. *Ord 23-214 Extend no parking during school hours on Smith Avenue to 4:00 p.m. (south side) OSHKOSH COMMON COUNCIL – April 25, 2023 NOTE: The Council has a five-minute rule for all speakers addressing an item on the agenda. If you require more time please inform the Mayor at the beginning of your presentation. L. NEW RESOLUTIONS 44. Res 23-215 INITIAL RESOLUTION authorizing general obligation bonds of the City of Oshkosh, Winnebago County, Wisconsin, for the public purposes of (i) street improvements in an aggregate principal amount not to exceed $1,355,000, (ii) constructing police facilities in an aggregate principal amount not to exceed $3,095,000, (iii) fire engines and other equipment of the fire department and for construction of engine houses, and for pumps, water mains, reservoirs and all other reasonable facilities for fire protection apparatus or equipment for fire protection buildings for the housing of machinery and equipment in an aggregate principal amount not to exceed $785,000, (iv) acquiring, constructing and improving libraries in an aggregate principal amount not to exceed $560,000, and (v) parking lots and other parking facilities in an aggregate principal amount not to exceed $610,000. 45. Res 23-216 Approve TID 43 Development Agreements and Lease Agreements with The Mill on Main PH 1, LLC; The Mill on Main PH 2, LLC; and The Mill on Main PH 3, LLC; for Property Located Along the East Side of South Main Street between East 9th Avenue and the Fox River 46. Res 23-217 Establish Rate of Compensation for Members of the Board of Review M. COUNCIL DISCUSSION, DIRECTION TO CITY MANAGER & FUTURE AGENDA ITEMS 47. Future Agenda Items: A.) TIF Presentation: Scarlett Hotel Group (Best Western) – May 9, 2023 B.) Review of Mayor and Council Salaries 48. Future Workshops: A.) Housing Workshop: Infrastructure / Subdivision Code – June 27, 2023 B.) CIP Budget Workshop – June 28, 2023 N. COUNCIL MEMBER ANNOUNCEMENTS & STATEMENTS 49. Report of Council Liaison for Boards & Commissions OSHKOSH COMMON COUNCIL – April 25, 2023 NOTE: The Council has a five-minute rule for all speakers addressing an item on the agenda. If you require more time please inform the Mayor at the beginning of your presentation. O. CITY MANAGER ANNOUNCEMENTS & STATEMENTS 50. Professional Services Agreement with Northern Divers USA for Water Filtration Plant Raw Water Intakes Pre-Cleaning Inspection Project ($28,500.00) 51. Approve $12,250.00 Amendment to Professional Services Agreement with AECOM for Mill on Main Phase I Environmental Consulting ($34,325.00) 52. Cooperative Purchase of two 2022 Dodge Ram 2500 Pickup Trucks from Ewald Automotive Group for Electrical Division ($68,340.00 and $61,614.00) 53. Cooperative Purchase of Body Armor from AARDVARK for Police Department ($48,840.79) 54. Cooperative Purchase of Zero Turn Tractor with Attachments from Reinders for Parks Department ($66,917.51) 55. Cooperative Purchase of 4WD Utility Vehicle with Attachments from Reinders for Cemetery Division ($39,785.04) 56. Strategic Plan for first quarter update 57. Council Portrait May 23, 2023, 5:00 – 6:00 p.m. – note new date 58. Outstanding Issues P. ADJOURN AS WE GATHER TONIGHT, WE ARE GRATEFUL FOR THE GOOD THINGS THAT HAVE COME TO THIS CITY. MAY OUR DECISIONS ALWAYS BE ONES THAT ARE FOR THE WELL-BEING OF ALL WHOM WE GOVERN. APRIL 25, 2023 23-175 RESOLUTION (CARRIED As Amended 6 – 0 LOST______LAID OVER______WITHDRAWN_____) PURPOSE: APPOINT INDIVIDUAL TO FILL VACANT COUNCIL SEAT INITIATED BY: CITY COUNCIL WHEREAS, a vacancy has been created in the position of council member for the City of Oshkosh through the election of council member Mugerauer to the position of Mayor; and WHEREAS, it is necessary to fill that vacancy; and WHEREAS, state statutes provide that such vacancy may be filled by appointment by the Common Council of an individual to serve the remaining term of a vacant council position; and WHEREAS, City of Oshkosh Municipal Code section 2-5 sets forth a procedure for filling a vacant council position; and WHEREAS, applications have been solicited, filed and all proceedings in accordance with state statute and city ordinance have been complied with. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that LaKeisha Haase is hereby appointed to fill the remaining term of Council Member Matt Mugerauer, which will expire in April of 2024. TO: Honorable Mayor and Members of the Common Council FROM: Lynn Lorenson, City Attorney DATE: April 20, 2023 RE: Appoint Individual to Fill Vacant Council Seat Attached to this memorandum are copies of the city code section pertaining to the procedure to fill council vacancies; the advertisement; information explaining the term, requirements and process for the appointment; and an outline for the process to be followed at the Council meeting. Aside from the procedural process for making the appointment, the Council should consider the qualifications required for membership on the City Council. Section 62.11(3) of the Wisconsin Statutes states that the Council itself shall be the judge of the election and qualification of its members. Previous councils have developed the qualifications of its members, and as a result the Oshkosh Municipal Code, Section 2-2(B), states that “[a]ny person possessing the qualifications of an elector in the City of Oshkosh shall be eligible to election as Mayor or as a Council Member.” The general qualifications of electors is set forth in Chapter 6 of the Wisconsin Statutes. Section 6.02 states simply that an elector is anyone who is a U.S. citizen, age 18 or older, who has resided within the election district for 28 days before any election. The general qualifications of electors are limited only by the following circumstances set forth in Section 6.03, Wisconsin Statutes, which disqualify a person from being an elector: a) any person who has been adjudicated as being incapable of understanding the objective of the elective process or who is under guardianship; or b) any person convicted of treason, felony or bribery, unless the person’s right to vote has otherwise been restored; or c) any person who has made or become interested, directly or indirectly, in any bet or wager regarding the result of the election. Any person who meets the above qualifications, and is not subject to any of the disqualifications listed, may be legally considered for the vacant council seat. While the only actual disqualifications for the council seat are those listed above, as a practical matter, candidates for the vacant position will have different backgrounds and experiences which Council members may believe are either positive or negative in relation to determining the best candidate for the vacant council seat. It is up to the Council to weigh those characteristics in making the determination as to who may be best to fill the vacancy. As always, the Council should not consider any information which may be discriminatory in any manner or act in any unreasonable or arbitrary manner in making this decision. Respectfully Submitted, Approved: Lynn Lorenson, City Attorney Mark A. Rohloff, City Manager SECTION 2-5 PROCEDURE TO FILL COUNCIL VACANCIES Pursuant to the terms and conditions of Sec. 17.23, Wis. Stats., in the event of a vacancy on the City Council, the City Clerk shall, within 14 days of a vacancy or anticipated vacancy, advertise for and solicit applications from individuals to fill the vacant position. Completed applications include a letter of interest and current resume’. Applicants must submit applications to the City Clerk within 30 days of the initial advertisement of vacancy. Thereafter, at the next regular meeting of the Common Council, all applicants shall be allowed time to make a presentation regarding their qualifications to the Council. The Common Council shall then, by majority vote, decide who will fill the vacancy. [Statutory Reference §§ 17.23, 64.05(2) Wis. Stats.] Term: From date of appointment to April 2024 Requirements: 18 years of age U.S. Citizen Resident of the City Qualified to register to vote Process: Advertisement placed on city website. Advertisement placed on city social media Advertisement will be forwarded to CitiCable 10 to run on the government channel. A news release will be sent to the local media. Interested citizens submit a Council Candidate Questionnaire to City Clerk no later than 4:30 PM on Thursday, April 20th. Completed Questionnaires may be hand delivered, sent via the U. S. Postal Service or e-mail to the Office of the City Clerk: USPS address: Office of the City Clerk City of Oshkosh P.O. Box 1130 Oshkosh, WI 54903-1130 Email: city_clerk@ci.oshkosh.wi.us Completed Questionnaires must be received by 4:30 PM on Thursday, April 20th. Applicant information will be forwarded to City Council members as they are received, and will be made available to the public on in the office of the City Clerk. Consideration of appointment Applicants make brief presentation to Council on Tuesday, April 25. Public Comments Council Discussion Selection procedure for Tuesday, April 25. o The City Clerk shall poll the members of the Council who shall respond with the name of the applicant that they are casting their vote for o Successful applicant must receive a majority vote of ‘all members’ – four (4) votes required. If there are more than two applicants, a first ballot will be taken. If no one receives a majority (four (4) votes), all but the top two leading candidates are dropped and a second vote will be taken on the two remaining candidates. Outline for Selection Process The Agenda Cover will list “Presentation by Council Candidates” followed by public comment and the appointment resolution. The appointment resolution is prepared with a “___” for the appointee’s name to be filled in. At the Meeting – When the item comes up on the Agenda, the Mayor will explain the process to be followed. The order for the presentations to the Council was drawn by lot by the City Clerk. The Mayor will invite each candidate up, in turn, to make a brief presentation to the Council regarding their interest in the position, qualifications and anything else pertinent to the council’s determination. Council members may ask questions of the candidates, should they so desire. After all candidates have made their presentation – the Mayor will open the floor for public comments. When all public comments have been received, the Mayor will ask for a motion and second to bring the resolution to the floor for discussion. If there are additional questions of the candidates raised by the public comments, Council may wish to call up one or more candidates to give them the opportunity to address those questions. When Council discussion has ended, the Mayor will ask for nominations to fill the vacancy. Nominations do not require a second. Once all nominations have been made, there is a motion and vote to close nominations. The City Clerk will then poll the members of the Council who will respond with the name of one of the nominated candidates that they are casting their vote for. A successful candidate must receive a majority vote of “all members” – 4 votes is required. Council has discretion in the process to be followed for reaching the final result. Because there are 6 members voting on a large number of candidates there is a potential for various combinations of votes. If after a first round, no candidate receives a majority of 4 votes, it is general practice to drop all but the top two candidates for a second vote on only the two remaining candidates. The council may consider further discussion or ask the candidates additional questions. In some cases, it may become clear that a candidate may have strong support from 3 council members but will likely never garner a fourth vote. In such case, or if no single candidate emerges, Council may determine to essentially start over and begin with a new nomination process reconsidering all candidates. If Council wishes to restart the process, there should be a motion and vote to reopen nominations. If the motion is simply to reopen nominations, the existing nominations remain on the table and members will simply add to those already existing nominations. If the Council wishes to “clean the slate” an begin fresh, the motion to reopen noinations should specifically indicate that: “I move to set aside all prior nominations and reopen nominations for filling the vacant council seat.” This motion would require a second and a majority vote. The Mayor will ask for nominations to fill the vacancy. Nominations do not require a second. Once all nominations have been made, there is a motion and vote to close nominations. The City Clerk will then poll the members of the Council who will respond with the name of one of the nominated candidates that they are casting their vote for. A successful candidate must receive a majority vote of “all members” – 4 votes is required. If no candidate receives a majority of votes or the Council is unable to make a determination at that time, the Council may move to layover the matter, or by motion direct staff to re-advertise the position or take such other action as may be appropriate. When a candidate has at least 4 votes: The Mayor will ask for a motion to amend the resolution to appoint “X”. Vote on the amendment. Vote on the resolution as amended. Short break to allow persons to leave the room if they desire and to allow the clerk to swear in the new member and for that member to take their seat. CHECK NUMBER CHECK DATE VENDOR NAME AMOUNT 7081 04/14/2023 ADVANCED ASBESTOS REMOVAL INC 730.00 7082 04/14/2023 AECOM INC 873.75 7083 04/14/2023 AURORA HEALTH CARE 388.00 7084 04/14/2023 BADGER LAB & ENGINEERNG CO INC 7,444.20 7085 04/14/2023 BELSON CO 1,084.76 7086 04/14/2023 BROOKS TRACTOR INC 19,075.89 7087 04/14/2023 CABLECOM LLC 1,779.30 7088 04/14/2023 CASEY M CANADY 17.03 7089 04/14/2023 CENTURYLINK 36.56 7090 04/14/2023 CINTAS CORPORATION 139.28 7091 04/14/2023 CONVERGENT INSURANCE BROKERS, LLC 3,149.97 7092 04/14/2023 CONWAY SHIELD 17,055.25 7093 04/14/2023 DFI SOLUTIONS IN PRINT INC 7,111.14 7094 04/14/2023 EMPATHIA INC 2,505.60 7095 04/14/2023 FERGUSON WATERWORKS #1476 10,697.50 7096 04/14/2023 FIRE APPARATUS & EQUIPMENT INC 933.65 7097 04/14/2023 FRANK'S RADIO SERVICE INC 1,040.00 7098 04/14/2023 HUNTER SECURITY AND SURVEILLANCE 824.99 7099 04/14/2023 HYDRITE CHEMICAL CO 7,662.90 7100 04/14/2023 INTERSTATE POWER SYSTEMS 2,601.11 7101 04/14/2023 JOSEPH M STANDIFORD 189.30 7102 04/14/2023 JUSTIFACTS CVS INC 1,420.75 7103 04/14/2023 KOBUSSEN BUSES LTD 19,651.57 7104 04/14/2023 KWIK TRIP INC 2,331.37 7105 04/14/2023 GLOBAL WATER TECHNOLOGY INC 966.95 7106 04/14/2023 LEAGUE OF WISCONSIN MUNICIPALITIES MUTUAL INS 34,958.26 7107 04/14/2023 MACQUEEN EQUIPMENT GROUP 615,577.90 7108 04/14/2023 M10 INC 691.22 7110 04/14/2023 NORTHERN LAKE SERVICE INC 307.08 7111 04/14/2023 OSHKOSH CITY CAB CO INC 108,300.00 7112 04/14/2023 OSHKOSH CONVENTION AND 75,655.75 7113 04/14/2023 OSHKOSH DOCK AND LIFT LLC 1,487.50 7114 04/14/2023 OSHKOSH FIRE & POLICE EQP INC 4,524.71 7115 04/14/2023 PENTIRA LLC 34,000.00 7116 04/14/2023 POLYDYNE INC 2,056.50 7117 04/14/2023 PREMISE HEALTH SYSTEMS INC 23,636.10 7118 04/14/2023 PSYCHOLOGIE CLINIQUE SC 1,725.00 7119 04/14/2023 QUALITY TRUCK CARE CENTER INC 7,681.00 7120 04/14/2023 REINDERS INC 125.13 7121 04/14/2023 SECURIAN FINANCIAL GROUP INC 20,782.92 7122 04/14/2023 MCCLONE 46,430.00 7123 04/14/2023 ON TIME EMBROIDERY INC 652.00 7124 04/14/2023 VALLEY VNA HEALTH SYSTEMS INC 2,496.68 7125 04/14/2023 VINTON CONSTRUCTION INC 249,128.11 7126 04/14/2023 WI PUBLIC SERVICE CORP 193,765.44 7127 04/14/2023 AUGUST WINTER & SONS INC 2,448.03 502821 04/14/2023 BUREAU VERITAS NATIONAL ELEVATOR INSP SRV INC 82.00 502822 04/14/2023 AARON ROBERTS 34.28 502823 04/14/2023 ADVANCE CONSTRUCTION INC 742,544.46 502824 04/14/2023 AMROCK LLC 33.89 502825 04/14/2023 AQUATIC BIOLOGISTS INC 480.00 502826 04/14/2023 ASSOCIATED BANK OF OSHKOSH 1,350.00 502827 04/14/2023 ASSURANCE TITLE SERVICES INC 110.00 502828 04/14/2023 AT & T 674.03 502829 04/14/2023 BEST WESTERN PREMIER WATERFRONT HOTEL 278.15 502830 04/14/2023 BOUND TREE MEDICAL LLC 280.50 502831 04/14/2023 BURKE TRUCK & EQUIPMENT CO 9,677.10 502832 04/14/2023 D AND K RENTALS 120.00 502833 04/14/2023 EMERGENCY LIGHTING AND ELECTRONICS LLC 15,181.40 502834 04/14/2023 FOX VALLEY TECH COLLEGE 2,500.00 502835 04/14/2023 GARTMAN MECHANICAL SERVICES 2,727.33 502836 04/14/2023 GROUND PENETRATING RADAR SYSTEMS LLC 1,650.00 502837 04/14/2023 GS SYSTEMS INC AND AFFILIATES 14,520.00 502838 04/14/2023 HEALTH CONSERVATION INC 116.48 502839 04/14/2023 HENRY SCHEIN INC 2,726.40 502840 04/14/2023 HICKEY ROOFING INC 120.00 502841 04/14/2023 HOUSEAL LAVIGNE ASSOCIATES LLC 1,730.00 502842 04/14/2023 INDIAN SPRINGS MFG CO INC 1,565.70 502843 04/14/2023 JACOB DEDERING 9.17 502844 04/14/2023 JACOB M SCHWARTZ 21.88 502845 04/14/2023 JEFFREY WITTE 170.51 502846 04/14/2023 JEREMY KRUEGER 9.88 502847 04/14/2023 JESSI BALCOM 66.16 502848 04/14/2023 JODI ST CHARLES 36.03 502849 04/14/2023 JOHN GREGORIUS 14.41 502850 04/14/2023 JOHN ZARATE 22.93 502851 04/14/2023 JOSHUA FLEMING 19.65 502852 04/14/2023 A. KALMERTON WELDING SUPPLIES 244.10 502853 04/14/2023 KATRINA MALSON 20.96 502854 04/14/2023 KEITH T KRAMER 44.32 502855 04/14/2023 KEVIN SORGE 63.86 502856 04/14/2023 KIM WALLMULLER 8.52 502857 04/14/2023 KODI PARKER 47.16 502858 04/14/2023 KYLE ROBERTS 56.00 502859 04/14/2023 LANGE ENTERPRISES 117.26 502860 04/14/2023 LEAGUE OF WISCONSIN MUNICIPALITIES MUTUAL INS 844.58 502861 04/14/2023 LEIGH SCHUH 203.05 502862 04/14/2023 MARK A ROHLOFF 526.37 502863 04/14/2023 MATTHEW HARRIS 10.00 502864 04/14/2023 MICHAEL STEPHENS 37.76 502865 04/14/2023 MIGUEL A NUNEZ 40.00 502866 04/14/2023 NATHAN DEFATTE 38.65 502867 04/14/2023 NICOLE KRAHN 72.05 502868 04/14/2023 NORTHERN TELEPHONE &DATA CORP 195.50 502869 04/14/2023 Darin R./Laurie Duffy 2,000.00 502870 04/14/2023 HANNAH CASTONNA 30.00 502871 04/14/2023 HOMEWORKS REAL ESTATE OF OSHKOSH LLC 2,000.00 502872 04/14/2023 John M./Vicki Schorse 2,000.00 502873 04/14/2023 MCCONNELL BRIAN T/JUSTINE 2,766.15 502874 04/14/2023 Michael L./Deanna Jakubowski 2,000.00 502875 04/14/2023 CITY OF OSHKOSH 109.99 502876 04/14/2023 CITY OF OSHKOSH 10.00 502877 04/14/2023 CITY OF OSHKOSH 30.00 502878 04/14/2023 OSHKOSH HERALD LLC 1,623.84 502879 04/14/2023 PARAGON DEVELOPMENT SYSTEMS INC 9,325.00 502880 04/14/2023 PERFORMANCE ELEVATOR CONSULTING LLC 3,663.00 502881 04/14/2023 PERSONNEL EVALUATION INC 16.00 502882 04/14/2023 PMI FOX VALLEY 143.25 502883 04/14/2023 RIDGE TOP EXTERIORS INC 2,854.83 502884 04/14/2023 RONALD N LAPOINT 210.00 502885 04/14/2023 SABRINA BROUILLETTE 13.30 502886 04/14/2023 STANARD AND ASSOCIATES INC 428.00 502887 04/14/2023 STATE BAR OF WISCONSIN 253.65 502888 04/14/2023 STATE BAR OF WISCONSIN 2,649.99 502889 04/14/2023 STEIRO APPRAISAL SERVICE INC 2,500.00 502890 04/14/2023 TDS 38.17 502891 04/14/2023 HD SUPPLY FACILITIES MAINTENANCE LTD 486.94 502892 04/14/2023 THOMSON REUTERS - WEST 362.79 502893 04/14/2023 TITAN PROPERTY MANAGEMENT LLC 98.06 502894 04/14/2023 TRIPLE CROWN PRODUCTS INC 2,325.39 502895 04/14/2023 TRUHEARING INC 2,590.00 502896 04/14/2023 UMS PRINT SOLUTIONS 411.77 502897 04/14/2023 VERIZON WIRELESS 11,815.87 502898 04/14/2023 WALLY SCHMID EXCAVATING INC 10,600.00 502899 04/14/2023 WI DEPT OF FIN. INSTITUTIONS 20.00 502900 04/14/2023 WI DEPT OF SAFETY & PRO SVCS 125.00 502901 04/14/2023 GANNETT WISCONSIN MEDIA 42.00 2,401,125.62 CHECK NUMBER CHECK DATE VENDOR NAME AMOUNT 7128 04/21/2023 AIRGAS USA LLC 3,280.55 7129 04/21/2023 CHEMTRADE CHEMICALS US LLC 4,048.34 7130 04/21/2023 CINTAS CORPORATION 723.55 7131 04/21/2023 CONSTELLATION ENERGY SERVICES 27,388.87 7132 04/21/2023 CORE AND MAIN LP 27,792.00 7134 04/21/2023 COMPLETE OFFICE OF WISCONSIN INC 1,032.74 7135 04/21/2023 ENERGY SOLUTION PARTNERS LLC 26,818.55 7136 04/21/2023 ENVIROTECH EQUIPMENT 1,000.87 7137 04/21/2023 FERGUSON WATERWORKS #1476 929.60 7138 04/21/2023 FIRE APPARATUS & EQUIPMENT INC 1,246.23 7139 04/21/2023 FIRELINE SPRINKLER CORPORATION 275.00 7140 04/21/2023 FRANK'S RADIO SERVICE INC 392.24 7141 04/21/2023 GALLAGHER BENEFIT SERVICES INC 6,000.00 7142 04/21/2023 GODFREY AND KAHN SC 23,272.50 7143 04/21/2023 ICMA MEMBERSHIP RENEWALS 1,194.00 7144 04/21/2023 LAKE AND POND SOLUTIONS LLC 563.00 7145 04/21/2023 MACQUEEN EQUIPMENT GROUP 462.85 7146 04/21/2023 MCC INC 1,200.00 7147 04/21/2023 M10 INC 1,157.54 7148 04/21/2023 MONROE TRUCK EQUIPMENT 149.10 7149 04/21/2023 PACKER CITY SOFT WATER LLC 266.00 7150 04/21/2023 PLYMOUTH LUBRICANTS 2,229.12 7151 04/21/2023 QUALITY TRUCK CARE CENTER INC 83.36 7152 04/21/2023 RILEIGHS OUTDOOR LLC 284.75 7153 04/21/2023 STRAND ASSOCIATES INC 177,134.54 7154 04/21/2023 TAPCO INC 3,535.00 7155 04/21/2023 VANGUARD COMPUTERS INC 644.00 7156 04/21/2023 WI PUBLIC SERVICE CORP 16,479.56 7157 04/21/2023 FLANIGAN FAMILY SERVICES LLC 10,645.50 7158 04/21/2023 WINNEBAGO COUNTY TREASURER 66,209.81 7159 04/21/2023 AUGUST WINTER & SONS INC 5,945.44 502902 04/21/2023 DUNCANS WINDOW AND DOOR 9,225.00 502903 04/21/2023 ADAM KRAUSE 74.67 502904 04/21/2023 ADVOCAP INC 41.94 502905 04/21/2023 AMERICAN CONSERVATION & BILLING SOLUTIONS INC 4,161.00 502906 04/21/2023 AQUATIC BIOLOGISTS INC 200.00 502907 04/21/2023 ASC PUMPING EQUIPMENT INC 6,183.00 502908 04/21/2023 ASSOCIATED BANK NA 236.46 502909 04/21/2023 BEAR VALLEY ENGINEERING INC 2,768.50 502910 04/21/2023 BLUE FROG PROPERTY MANAGEMENT LLC 200.66 502911 04/21/2023 BOUND TREE MEDICAL LLC 1,229.84 502912 04/21/2023 NICHOLAS G OLESZAK 7,500.00 502913 04/21/2023 D AND J QUALITY CONSTRUCTION LLC 3,075.00 502914 04/21/2023 DIRECT TECHNOLOGY GROUP 4,975.00 502916 04/21/2023 EAST CENTRAL WI REG PLAN COMM 1,127.22 502917 04/21/2023 FOX CITIES PROPERTY MANAGEMENT 63.53 502918 04/21/2023 GALLS LLC 58.19 502919 04/21/2023 GRAINGER INC 3,506.09 502920 04/21/2023 GUARANTY TITLE SERVICES INC 10,000.00 502921 04/21/2023 HOMETOWN GLASS AND IMPROVEMENT INC 3,610.00 502922 04/21/2023 FPA INC 6,375.00 502923 04/21/2023 JEANNE BAIVIER - ATTY AT LAW, IOLTA TRUST ACCOUNT 41.94 502924 04/21/2023 KATHRYN D FOOTIT 162.00 502925 04/21/2023 KLINK EQUIPMENT 433.71 502926 04/21/2023 LYNN A LORENSON 42.58 502927 04/21/2023 ASSURANCE TITLE SERVICES INC 2,832.75 502928 04/21/2023 DIANN SEMROW 91.70 502929 04/21/2023 GARY VANDENHEUVEL 13.00 502930 04/21/2023 JJ & SJ ENTERPRISES LLC 1,046.70 502931 04/21/2023 JOEL GRIFFIN 26.34 502932 04/21/2023 KERRI / THOMAS NEVILLE 786.80 502933 04/21/2023 MEZERA GREGORY T/BARBARA 11.01 502934 04/21/2023 NAN/ROBERT DEVERMANN REV TRUST 474.82 502935 04/21/2023 POPP/JULIE A KLAPPER JOHN R 321.72 502936 04/21/2023 RICHARD PAULIK 8.00 502937 04/21/2023 SCHMITT TITLE & ESCROW CORP 3,672.98 502938 04/21/2023 SHIRLEY / WALTER PETTIT 6.00 502939 04/21/2023 OSHKOSH FAMILY INC 55.24 502940 04/21/2023 PRO EX EXTRUSION INC 1,300.00 502941 04/21/2023 DUNCAN SOLUTIONS LLC 8,391.65 502942 04/21/2023 PUBLIC SERVICE COMMISSION OF WI 2,401.49 502943 04/21/2023 RIESTERER & SCHNELL INC 1,175.20 502944 04/21/2023 SALON AURA OF NEENAH LLC 39.80 502945 04/21/2023 SCHMITT TITLE LLC 7,500.00 502946 04/21/2023 SMA CONSTRUCTION SERVICES LLC 479,056.50 502947 04/21/2023 TKK ELECTRONICS C/O US BANK NA 1,683.75 502948 04/21/2023 UNITED MAILING SERVICE INC 7,165.00 502949 04/21/2023 UNITED PARCEL SERVICE 204.82 502950 04/21/2023 WISCONSIN CRIME PREVENTION PRACTITIONERS ASSOC INC 195.00 502951 04/21/2023 WISCONSIN K9 WORKSHOP FUND 675.00 502952 04/21/2023 WISCONSIN MEDIA 2,061.06 502953 04/21/2023 DOA-DIV OF ENERGY HOUSING & COMMUNITY RESOURCES 895.23 999,767.50 PROCEEDINGS OF THE COMON COUNCIL CITY OF OSHKOSH, WISCONSIN April 11, 2023 REGULAR MEETING held Tuesday, April 11, 2023 at 6:00 p.m. in the Council Chambers, City Hall. Mayor Palmeri presided. PRESENT: Council Members Matt Mugerauer, Courtney Hansen, Bill Miller (arrived 6:06pm), Lynnsey Erickson, Michael Ford, and Mayor Palmeri ABSENT: Council Member Aaron Wojciechowski ALSO PRESENT: Mark Rohloff, City Manager; Jessi Balcom, City Clerk; Lynn Lorenson, City Attorney; and Kelly Nieforth, Community Development Director PUBLIC HEARING: • 01. *Ord 23-158 Approve Amendment to Comprehensive Land Use Plan Maps Changing the Land Designation of the Properties Located Along the Southern Intersection of North Koeller Street and Oshkosh Avenue from Light Density Residential to Neighborhood Commercial (Plan Commission Recommends Approval) FIRST READING No citizens comments made at Public Hearing. CITIZEN STATEMENTS TO COUNCIL: Paul Spangler, 2520 Hearthstone Drive – concern with driveway damage from city plow. Patricia Diener, 1316 Broad Street – various concerns CONSENT AGENDA ITEMS 2. Report of Bills by the Finance Director 3. Receipt & Filing of Meeting Minutes - Common Council, Regular Meeting 3.28.23 4. Receipt & Filing of Meeting Minutes – Museum Board Meeting 03.02.23 5. Receipt & Filing of Meeting Minutes – Library Board Meeting 02.28.23 6. Res 23-159 Approve CIP Budget Amendment and Change Order No. 1 (Final) for Public Works Contract No. 22-04 Algoma Boulevard and Vine Avenue Reconstruction / Dorner, Inc. (-$144,289.99) PROCEEDINGS OF THE COMON COUNCIL CITY OF OSHKOSH, WISCONSIN April 11, 2023 7. Res 23-160 Approve Renewal of Bird City Wisconsin Designation; Designate May 6, 2023 as World Migratory Bird Day (Sustainability Advisory Board Recommends Approval) 8. Res 23-161 Grant Electric Underground and Gas Easements to Wisconsin Public Service for Undergrounding of Utilities in the Sawdust District (Redevelopment Authority Recommends Approval). (Withdrawn by Staff). 9. Res 23-162 Approve Professional Services Agreement with Wisconsin Public Service for Undergrounding of Utilities in the Sawdust District $129,070.67) 10. Res 23-163 Award Bid to Lake & Pond Solutions LLC for Water Fountains Installation- Menominee Park Lagoon for Parks Department ($21,638.21) 11. Res 23-164 Approve Agreement with Houck Transit Advertising for Bus Advertising Services for GO Transit (2023: +$30,000, 2024: +$30,000, 2025: +$30,000) 12. Res 23-165 Approve Operating Budget Amendment for The Oshkosh Senior Services Division to Allocate Grant Funding for Marketing and Promotion of Balance Screening Program 13. Res 23-166 Designate the Month of May 2023 as No Mow May (Sustainability Advisory Board Recommends Approval) 14. Res 23-167 Appointments to Various Boards and Commissions 15. Res 23-168 Approve Special Class “B” Licenses & Operator Licenses MOTION TO ADOPT CONSENT AGENDA except item 8. Res 23-161 (withdrawn) AND item 13. Res 23-166: Mugerauer, second Ford CARRIED: Ayes (6) Mugerauer, Hansen, Miller, Erickson, Ford, and Mayor Palmeri ITEMS REMOVED FROM CONSENT AGENDA 13. Res 23-166 Designate the Month of May 2023 as No Mow May (Sustainability Advisory Board Recommends Approval) MOTION TO APPROVE: Miller, second Erickson CARRIED: Ayes (4) Hansen, Erickson, Ford, and Mayor Palmeri Noes (2) Mugerauer and Miller PROCEEDINGS OF THE COMON COUNCIL CITY OF OSHKOSH, WISCONSIN April 11, 2023 PENDING ORDINANCES 16. Ord 23-169 Designate the Intersection of Bismarck Avenue and Eagle Street as a 4-way stop (Traffic and Parking Advisory Board recommends approval) Elementary School on 11th Avenue and Minnesota Street MOTION TO APPROVE: Ford, second Erickson CARRIED: Ayes (6) Mugerauer, Hansen, Miller, Erickson, Ford and Mayor Palmeri 17. Ord 23-170 Remove small section of 10-minute parking on Algoma Boulevard (Traffic and Parking Advisory Board recommends approval) MOTION TO APPROVE: Mugerauer, second Hansen CARRIED: Ayes (6) Mugerauer, Hansen, Miller, Erickson, Ford and Mayor Palmeri NEW ORDINANCES *18. Ord 23-171 Repeal and Recreate Chapter 4 Article IV Pertaining to Alcohol Beverages/Issuance Of Operator’s Licenses FIRST READING – NO ACTION TAKEN NEW RESOLUTIONS 19. Res 23-172 City Sponsorship of The N.E.W. Dragon Boat Race Festival On September 16, 2023 (DEI Committee recommends approval) Citizen Statements from: Angie Lee, 1120 Baldwin Avenue MOTION TO APPROVE: Erickson, second Hansen CARRIED: Ayes (6) Mugerauer, Hansen, Miller, Erickson, Ford, and Mayor Palmeri PENDING RESOLUTIONS: 20. Res 23-173 Approve General Development Plan for a Multi-Family development at the West 3400 Block of Lake Butte des Morts Drive (Plan Commission Recommends Approval) PROCEEDINGS OF THE COMON COUNCIL CITY OF OSHKOSH, WISCONSIN April 11, 2023 Citizen Statements from: Kathy Brewer, 2311 Shore Preserve Drive; James Rescheske, 3051 Bellaire Lane; Jody Giacomini, 3061 Bellaire Lane; Cheryl Borgardt, 2971 Sunset Point Lane; Tammy Gutierrez, 5718 County Road E, Omro; Susan Eichman, 2255 Westwind Road; Amajit Anand, 3975 Sandhill Court; Peter Miller, 2895 Sunset Point Lane; Kristen Mueller, 3830 Shorebird Court; John Jansen, 2341 Shore Preserve Drive; Jake Buswell, 1310 W. Wisconsin Avenue, Sparta; Matthew Buswell, 11602 Flower Road, Tomah; Jim Erdman, 2492 Hickory Lane, Town of Oshkosh; Ashley Hesse, 4815 Plummers Point Road; Dana Hartel, W141 Welsch Road, Winneconne MOTION TO APPROVE: Ford, second Miller CARRIED: Ayes (6) Mugerauer, Hansen, Miller, Erickson, Ford, and Mayor Palmeri 5 MINUTE BREAK at 7:50pm – Resumed meeting at 7:58pm 21. Res 23-174 Approve Specific Implementation Plan for Phase I of a Multi- Family Development at the West 3400 Block of Lake Butte des Morts Drive (Plan Commission Recommends Approval) Citizen Statements from: Kathy Brewer, 2311 Shore Preserve Drive; James Rescheske, 3051 Bellaire Lane; Jody Giacomini, 3061 Bellaire Lane; Cheryl Borgardt, 2971 Sunset Point Lane; Susan Eichman, 2255 Westwind Road; Tammy Gutierrez, 5718 County Road E, Omro; Jim Erdman, 2492 Hickory Lane, Town of Oshkosh; Rick Beyer, 2101 Abbey Road, Onalaska; Kristen Mueller, 3830 Shorebird Court. MOTION TO APPROVE: Hansen, second Ford MOTION TO AMEND Res 23-174 for buildings in Phase 1 to be limited to three (3) stories: Ford, second Erickson CARRIED: Ayes (4) Hansen, Erickson, Ford, and Mayor Palmeri Noes (2) Mugerauer and Miller MOTION TO APPROVE AS AMENDED: Hansen, second Ford CARRIED: Ayes (5) Mugerauer, Hansen, Erickson, Ford, and Mayor Palmeri Noes (1) Miller PROCEEDINGS OF THE COMON COUNCIL CITY OF OSHKOSH, WISCONSIN April 11, 2023 COUNCIL DISCUSSION, DIRECTION TO CITY MANAGER & FUTURE AGENDA ITEMS 22. Future Agenda Items: a. Process to fill Council vacancy – April 25, 2023 23. Future Workshops: COUNCIL MEMBER ANNOUNCEMENTS & STATEMENTS 24. Report of Council Liaison for Boards & Commissions: Mayor Palmeri congratulated the new Mayor and those that will be filling the three (3) Council seats. Council Member Mugerauer acknowledged the service of Mayor Palmeri and presented a plaque thanking her for her service. Council Member Ford recognized all council members for their service. CITY MANAGER ANNOUNCEMENTS & STATEMENTS 25. Cooperative Purchase of Mobile Column Lifts from Stertil-Koni USA, Inc. for Parks Department ($35,749.09) 26. Cooperative Purchase of two 2023 Chevrolet Silverado 1500 Pickup Trucks from Napleton Chevrolet Columbus for Engineering Division ($44,077.05) and Facilities Maintenance Division ($45,259.85) and a Ford Edge Compact SUV from Ewald Automotive Group for Engineering Division ($37,257.00) 27. Outstanding Issues: ADJOURN MOTION TO ADJOURN: Mugerauer, second Hansen CARRIED: Voice Vote The Meeting Adjourned at 8:51PM JESSI L. BALCOM, CITY CLERK PROCEEDINGS OF THE COMMON COUNCIL CITY OF OSHKOSH, WISCONSIN APRIL 18, 2023 ORGANIZATIONAL MEETING held Tuesday, April 18, 2023, at 12:08 p.m. in Council Chambers, City Hall Mayor Mugerauer presided. PRESENT: Council Members Karl Buelow, Joe Stephenson, Paul J. Esslinger, Lynnsey Erickson, Michael Ford, and Mayor Mugerauer ALSO PRESENT: Mark Rohloff, City Manager; Jessi Balcom, City Clerk; and Lynn Lorenson, City Attorney NOTE: City Clerk administered the oath of office to the three elected Council Members Karl Buelow, Joe Stephenson, and Paul J. Esslinger. Council Member Ford nominated Council Member Erickson. Mayor Mugerauer asked for nominations three times and stated nominations were closed. MOTION: CLOSE NOMINATIONS FOR DEPUTY MAYOR (Esslinger; second, Ford) CARRIED: Ayes (6) Buelow, Stephenson, Esslinger, Erickson, Ford and Mayor Mugerauer Mrs. Balcom called the roll for election of the Deputy Mayor: VOTE FOR DEPUTY MAYOR: Erickson – 6 COUNCIL SEATING ASSIGNMENTS Mayor Mugerauer stated seating assignments would be decided if Council approved. The Council seating assignments were decided as follows: (starting with the seat farthest to the right of the Mayor) Vacant, Paul J. Esslinger, Lynnsey Erickson, Matt Mugerauer, Michael Ford, Joe Stephenson, Karl Buelow. PROCEEDINGS OF THE COMMON COUNCIL – APRIL 18, 2023 2 PROCEDURAL MATTERS Mayor Mugerauer stated Council was provided Council Rules. MOTION: APPROVE COUNCIL RULES (Stephenson; second, Buelow) CARRIED: Ayes (6) Esslinger, Erickson, Ford, Stephenson, Buelow and Mayor Mugerauer OTHER BUSINESS Mayor Mugerauer asked Council Members to convey their preferences for Council Liaison positions. City Manager Rohloff explained the calendar dates for the 2024 Budget Preparation, and the process to fill the vacant Council Member position at the April 25, 2023 Common Council meeting. MOTION: ADJOURN (Esslinger; second, Erickson) CARRIED: VOICE VOTE The meeting adjourned at 12:24 p.m. JESSI L. BALCOM CITY CLERK Minutes of the March 2, 2022 Museum Board Meeting Oshkosh Public Museum ■ 1331 Algoma Boulevard ■ Oshkosh, Wisconsin 54901 Page 1 of 5 Minutes of the March 2, 2023 Board Meeting (Approved at the April 6, 2023 Board Meeting.) The March meeting of the Oshkosh Public Museum (OPM) Board was held Thursday, March 2, 2023, in the Lecture Room of the Museum. President Gabe Loiacono called the meeting to order at 4:03 pm. The roll was taken by Vice President Rebecca Matzke. PRESENT AT ROLL: President Gabe Loiacono, Vice President Becky Matzke, Secretary Connie Drexler, Board Members Carol Fenrich, Dana Stolley and Jean Thierman, Tiara Cavett and Vicky Redlin, Oshkosh Area School District Board President Barb Herzog ABSENT: Superintendent of Schools Bryan Davis ALSO PRESENT: Director Sarah Phillips, Assistant Director Anna Cannizzo, Marketing Coordinator Kate Stel, Administrative Assistant Theresa Books, and Daniel Evensen and Patrick Fry of Associated Trust Company There were no citizen statements to the Board and none were received. Associated Trust Company Senior Vice President Daniel Evensen and Senior Vice President and Director of Fixed Income Patrick Fry presented the review of the Durow Trust Fund. Mr. Fry emphasized that he does not use a cookie cutter approach to investing the Durow Funds. Rather, he takes into consideration State Statutes, Museum goals for the Fund and annual Museum budgeted needs. He takes into consideration 1. Safety of the Fund, including Wisconsin State Statue 66.0603, Municipality Investment Policy, and Investment Grade Securities. 2. Liquidity of the Fund, including US Treasury and agency securities, regular maturity dates, periodic interest payments. 3. Yield of the Fund, extending a maturity along a yield curve, security selection, institutional money market. Mr. Fry provided many details and allowed time for questions. When the presentation was complete, Mr. Evensen and Mr. Fry excused themselves from the meeting. Consent Agenda items included: A. Minutes of February 2, 2023, Board Meeting B. March Bill List MOTION: Approve Consent Resolution Agenda. (Herzog; second Thierman) CARRIED: Yes (8) Drexler, Fenrich, Herzog, Loiacono, Matzke, Redlin, Stolley, Thierman Next on the agenda was discussion and vote on use of the Durow Funds for Durow Registrar Emma Eisner to attend a four day workshop to learn textile care. Ms. Cannizzo reported that it has been about four years since the Durow Fund was used for employee development. Sarah and Anna are Minutes of the March 2, 2022 Museum Board Meeting Oshkosh Public Museum ■ 1331 Algoma Boulevard ■ Oshkosh, Wisconsin 54901 Page 2 of 5 both interested in staff development and considered the various options available. It was determined that to have current staff increase their knowledge and skillset of textile care would be beneficial to the Museum. Ms. Eisner is submitting an application for a $650 scholarship, and there is good possibility she will get it. It is estimated that the total cost without the scholarship, including travel expenses, would be $1,580. Total with the scholarship is approximately $930. Board Member Stolley said she is always in favor of staff development. Board Member Herzog asked if there are any limitations on the Durow Fund. After further discussion a motion was made. MOTION: The Board approve up to $1,580 from the Durow Fund for this education opportunity. (Redlin; second Herzog) CARRIED: Yes (8) Drexler, Fenrich, Herzog, Loiacono, Matzke, Redlin, Stolley, Thierman [The week following this Board Meeting, Board Member Cavett donated $1,000 to offset the cost of this workshop. And it was learned that Ms. Eisner did receive the scholarship.] Next President Loiacono introduced the Development Committee discussion. All Board members had been at the workshop prior to this meeting for at least part of the meeting. President Loiacono reviewed that from that extensive discussion it was concluded that a Development Committee is not needed at this time. But it was recommended that two documents would be helpful to the Board: 1. A document reviewing opportunities Board Members have to serve the Museum. 2. A document to include information about each Board member. It would note the experiences and qualifications of Board Members, as well as note groups and organizations that person has been a part of. This document would help staff know what areas Board Members can help with based on their interests and expertise. President Loiacono noted that this doesn’t mean that a Development Committee can’t be formed in the future. Discussion continued with Board members noting that they are very interested in helping in more ways than only at Board meetings. They will be happy to receive calls and emails from Ms. Stel and other staff members to let them know what help is needed. Ms. Stel noted that she and Director Phillips are in a class to learn more about fundraising and the book that is used is called, No Duct Tape Fundraising. She highly recommends it for anyone interested. The discussion ended with the decision to have Director Phillips send out a survey to the Board to help gather the information for the document/s noted above. Gallery and Lecture Room naming and vote was next on the agenda. Director Phillips reported the two top names from the survey for the Multi-purpose Gallery were Waldwic Gallery and Jewell Gallery. Waldwic was the name of the Sawyer family property in Butte de Morts. From Archivist Amy Fels’ research “waldwic” or “waldwick” has linguistic roots in Old English or an old Saxon language. “Wald” meaning forest (the German word for forest even today) and “wick” meaning settlement or place. So it has been translated over time as “beautiful grove” like the Daily Minutes of the March 2, 2022 Museum Board Meeting Oshkosh Public Museum ■ 1331 Algoma Boulevard ■ Oshkosh, Wisconsin 54901 Page 3 of 5 Northwestern says, or “village in a grove.” Jewell is the birth surname of Mary Sawyer, a supporter of philanthropic groups and women’s organizations, such as the Leisure Hour Art Club, formed in 1886 for the purpose of studying art, and was influential in organizing the Twentieth Century Club, which still exists today, and she served as its first president. Later she was elected president of the Wisconsin Federation of Women’s Clubs. Director Phillips reported that the top two recommendations for the name of the Lecture Room were Oak Room and Galena Room. She reported that “Oak” is a reference to the Council Oak as a symbol of ancestral lands of Indigenous Peoples, as well as the natural resource for the timber industry that made Oshkosh a thriving industrial community. “Galena” is the Wisconsin state mineral, and it was mined in Winnebago County. From a UW-Madison source: Galena has been produced from the Upper Mississippi Valley in Wisconsin since the seventeenth century. Some mines started by Native Americans may predate this…Hundreds of mines of all sizes are known from the district. Many were small shallow diggings. The Wisconsin state mascot, the badger, is a reference to the miners and their numerous “badger holes.” In commemoration of this phase of Wisconsin’s history, galena has been chosen as Wisconsin’s state mineral. When discussion was complete, the Board voted. For the name of the Multi-purpose Gallery, six (6) voted for Waldwic Gallery. Two (2) voted for Jewell Gallery. Therefore, the name of the Multi-purpose Gallery is now the Waldwic Gallery. For the name of the Lecture Room, three (3) voted for Oak Room. Five (5) voted for Galena Room. Therefore, the name of the Lecture Room is now the Galena Room. President Loiacono then requested Director Phillips present the Director’s report. Director Phillips began with an update on education. She reported that the Museum field trip program has continued to be a great success as the school year goes on. Over the last month, staff have facilitated 178 students and chaperones into the galleries for in-person visits. Family Discovery Days (FDD) is gaining momentum with Museum visitors. At the last FDD on February 11, 2023, over thirty families came to participate. The theme of “Winter Fun” give children and adults opportunity to create snowflakes and learn about the science of snow, including shapes, formations, and 3D models of snowflakes. There were three levels of craft difficulty that the children could choose from. The next FDD, “Blown Away” is scheduled for March 11, 2023 and will focus on activities related to wind. Thirty-nine applications have been received for the Curator of Education position. Interviews are scheduled to begin on March 3, 2023. Minutes of the March 2, 2022 Museum Board Meeting Oshkosh Public Museum ■ 1331 Algoma Boulevard ■ Oshkosh, Wisconsin 54901 Page 4 of 5 Regarding exhibitions, Director Phillips reported that This is Winnebagoland is progressing on schedule with the opening date of April 1, 2023. Since last month, final label edits were completed, graphics have been delivered and installed, artifact mounts completed, and handrails sent for powder-coating are near completion. Artifact installation will begin within the next few business days. The member open house for This is Winnebagoland will be held on Friday, March 31, 2023 from 5:00- 7:00 pm. This is an OPM member-exclusive event and staff are excited to offer this special event to Museum members. Board Members please mark your calendars to attend. The last day for visitors to see Memories and Dreams is April 2, 2023. De-installation of larger exhibitions such as this requires planning and preparation. Assistant Director/Chief Curator Anna Cannizzo is working with collections and exhibitions staff to develop a de-installation work plan. Collections pieces will be carefully removed from the mounts/cases, documented, and carefully placed into storage. The nature of the work will make this a labor-intensive project for staff. Next Director Phillips reported that the 2024 Budget Prep Calendar has been distributed to Department Heads. That document has been provided to Board Members for reference. Key dates are May 12, 2023, the deadline for Capital Improvement Projects (CIP) submissions to Finance. August 11, 2023, the deadline for Operations Budget submission to Finance. November 7, 2023 the Public Hearing, and November 14, 2023 the date Council is to adopt the 2024 Operations Budget. Director Phillips then reported on the formalization of an annual Indigenous Artist Program for People of the Waters. As background, she noted that the art of Native artists has been featured in the exhibition People of the Waters since the exhibit opened in 2017. Pieces loaned to OPM by the artists are located in the “Living Cultures” area of the exhibition. The Featured Artist (FA) often loans several pieces of their art and often contributes additional resources, such as recorded interviews, hosting workshops, or facilitating public programming. Many of the previous FAs have voluntarily traveled numerous times from their homes to OPM at their own expense. OPM recognizes the need for a respectful and equitable approach to our Native Artist program. Staff have worked collaboratively with our colleagues to create a “Featured Artist” program, which establishes a more transparent approach to curating this area of the exhibit, the expectations of OPM and the FA, and will provide compensation for time and travel for the FA while acknowledging the Native tradition of reciprocal gifting. Each FA will receive a single $500 honorarium to off-set the cost of time, travel, and related expenses paid through the Kitz Director’s Fund. Additionally, the FA will receive a one-year museum membership, and any custom mount created by OPM to exhibit their artwork. In return, the FA will Minutes of the March 2, 2022 Museum Board Meeting Oshkosh Public Museum ■ 1331 Algoma Boulevard ■ Oshkosh, Wisconsin 54901 Page 5 of 5 agree to loan their artwork, provide at least one hour-long virtual or in-person public program, demonstration, or workshop, and participate in a recorded interview with OPM staff to provide context for their artwork. This interview will become part of the OPM collection. That concluded the Director’s Report. President Loiacono requested the Auxiliary report. Auxiliary President Holly Eichman reported that a committee has been formed to plan this year’s Pie on the Lawn event. The event will be held Sunday, July 9, 2023. Sign-up sheets for helpers and donations will be at the March Auxiliary meeting. Ms. Eichman further noted that after checking options for the Auxiliary’s annual May banquet, it was decided by the Auxiliary Board to again have the banquet at The Roxy. It will be held May 12th, beginning at noon. Entertainment has not been decided and she asked for any suggestions. Several suggestions were given. That concluded the Auxiliary Report. With no other Agenda items, President Loiacono asked for a motion to adjourn. MOTION: Adjourn (Matzke; second Thierman) CARRIED: Voice Vote The meeting adjourned at 5:15 p.m. APRIL 25, 2023 23-176 RESOLUTION (CARRIED 6 - 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE CIP AMENDMENT AND AWARD BID FOR PUBLIC WORKS CONTRACT NO. 23-05 TO VINTON CONSTRUCTION COMPANY, INC. FOR LAKESHORE PARK PARKING LOT AND TRAILS CONSTRUCTION ($331,569.18) INITIATED BY: DEPARTMENT OF PUBLIC WORKS WHEREAS, the City of Oshkosh has heretofore advertised for bids for Lakeshore Park Parking Lot and Trails Construction; and WHEREAS, upon the opening and tabulation of bids, it appears that the following is the most advantageous bid: VINTON CONSTRUCTION COMPANY, INC. PO Box 137 Two Rivers, WI 54241 Total Bid: $331,569.18 WHEREAS, the Common Council has adopted the 2023 Capital Improvement Program and Budget, which is on file in the Office of the City Clerk and available for public inspection; and WHEREAS, it is necessary to amend the 2023 Capital Improvement Program Budget to add additional funding for this purpose. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the 2023 Capital Improvements Budget, on file in the City Clerk’s Office, is hereby amended as follows: APRIL 25, 2023 23-176 RESOLUTION CONT’D Transfer $125,000.00 from Account No. 03210410-6804-04005 (Contract Control- Storm Sewer-20-05 Oregon Street Reconstruction) and transferred to Account No. 03210410-6804-04305 (Contract Control-Storm Sewer-23-05 Lakeshore Park Parking Lot-Trails) BE IT FURTHER RESOLVED that the said bid is hereby accepted and the proper City officials are hereby authorized and directed to enter into an appropriate agreement for the purpose of same, all according to plans, specifications, and bid on file. Money for this purpose is hereby appropriated from: Account No. 0350610-7216-62001 Parks Improvement-Land Improvement- Lakeshore Park Development I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Correspondence\Memo\23-05 Memo for Bid Award & Amend CIP_4-20- 23.docx Page 1 of 2 TO: Honorable Mayor and Members of the Common Council FROM: Justin Gierach, Engineering Division Manager / City Engineer DATE: April 20, 2023 RE: Approve CIP Amendment and Award Bid for Public Works Contract No. 23-05 to Vinton Construction Company, Inc. for Lakeshore Park Parking Lot and Trails Construction ($331,569.18) BACKGROUND The purpose of this Project is to construct a parking lot and trails at Lakeshore Park. The City of Oshkosh Parks Department received a Wisconsin Department of Natural Resources (WDNR) Grant in the amount of $216,638 to assist with this Project. ANALYSIS Engineering staff reviewed three (3) bids. The low Bid was received from Vinton Construction Company, Inc. of Two Rivers, Wisconsin. FISCAL IMPACT Funding for the Lakeshore Park is in the 2022 and 2023 Capital Improvement Program (CIP) (Account No. 0350610-7216-62001/Parks Improvement-Land Improvement- Lakeshore Park Development). Additional funding for the storm water portion of this Project is available from CIP Projects which have come in under budget: • $125,000 will be transferred from Account No. 03210410-6804-04005 (Contract Control-Storm Sewer-20-05 Oregon Street Reconstruction) to Account No. 03210410- 6804-04305 (Contract Control-Storm Sewer-23-05 Lakeshore Park Parking Lot-Trails). Following is a summary of the available funds (after the transfers) and the estimated total construction cost, including ancillary costs such as engineering fees, landfill tipping fees, construction materials testing fees, and other construction-related expenses. At a future Common Council meeting, additional costs for lighting equipment for this Project will submitted for approval. I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Correspondence\Memo\23-05 Memo for Bid Award & Amend CIP_4-20- 23.docx Page 2 of 2 CIP Section CIP Funds Budgeted/Transferred Estimated Total Construction Cost Storm Sewer $125,000 $106,529 Parks Improvements $500,000 $269,483 Totals $625,000 $376,012 RECOMMENDATIONS I recommend award to the low bidder, Vinton Construction Company, Inc. in the amount of $331,569.18 and the transfer of CIP funds. Approved: Mark A. Rohloff City Manager JLG/tlt Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Unit Price Extension Unit Price Extension Section 1 $331,569.18 $368,498.55 1010 Clearing; complete as specified Stations 6.00 $350.00 $2,100.00 $975.00 $5,850.00 1011 Clearing; complete as specified Inch Diameter 36.00 $25.00 $900.00 $42.00 $1,512.00 1020 Grubbing; complete as specified Stations 6.00 $350.00 $2,100.00 $525.00 $3,150.00 1021 Grubbing; complete as specified Inch Diameter 36.00 $20.00 $720.00 $35.00 $1,260.00 1050 Mobilization; complete as specified Lump Sum 1.00 $23,500.00 $23,500.00 $36,440.00 $36,440.00 1200 Unclassified excavation; complete as specified Cubic Yards 1,850.00 $27.20 $50,320.00 $15.46 $28,601.00 1202 Strip and stockpile topsoil; complete as specified Lump Sum 1.00 $2,500.00 $2,500.00 $7,135.00 $7,135.00 1210 Borrow excavation; complete as specified Cubic Yards 35.00 $0.01 $0.35 $14.95 $523.25 1220 Excavation special (paving); complete as specified Tons 150.00 $0.01 $1.50 $16.98 $2,547.00 1370 Turf restoration; complete as specified Square Yards 5,250.00 $10.19 $53,497.50 $5.35 $28,087.50 1410 12" radius curb with 6" CABC and grading; complete as specified Linear Feet 375.00 $13.05 $4,893.75 $9.16 $3,435.00 1441 30" curb and gutter; plain; 7"; with 5" CABC and grading; complete as specified Linear Feet 375.00 $32.50 $12,187.50 $28.52 $10,695.00 1510 6" concrete sidewalk/ driveway/ramp with 3" CABC and grading; complete as specified Square Feet 2,750.00 $7.65 $21,037.50 $9.80 $26,950.00 1520 8" concrete sidewalk/ driveway/ramp with 3" CABC and grading; complete as specified Square Feet 325.00 $8.55 $2,778.75 $10.88 $3,536.00 Vinton Construction Company Northeast Asphalt, Inc. PO Box 137 Two Rivers, WI 54241 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 1 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Unit Price Extension Unit Price Extension Section 1 $331,569.18 $368,498.55 Vinton Construction Company Northeast Asphalt, Inc. PO Box 137 Two Rivers, WI 54241 1540 Curb ramp detectable warning field (natural/non-painted); complete as specified Square Feet 20.00 $40.00 $800.00 $50.00 $1,000.00 1580 Cold weather covering (sidewalk) - single visquine; complete as specified Square Feet 450.00 $0.01 $4.50 $1.00 $450.00 1582 Cold weather covering (sidewalk) - double visquine; complete as specified Square Feet 450.00 $0.01 $4.50 $1.00 $450.00 1590 Up-charge for late season cold weather concrete sidewalk; complete as specified Cubic Yards 10.00 $0.01 $0.10 $20.00 $200.00 1650 Locate existing property monuments; complete as specified Each 4.00 $250.00 $1,000.00 $325.00 $1,300.00 1652 Replace existing property monuments; complete as specified Each 4.00 $50.00 $200.00 $325.00 $1,300.00 1801 Base aggregate dense; 1- 1/4"; complete as specified Tons 1,050.00 $16.70 $17,535.00 $18.20 $19,110.00 1802 Base aggregate dense; 3"; complete as specified Tons 1,200.00 $11.93 $14,316.00 $18.20 $21,840.00 1900 Tack coat; complete as specified Gallons 215.00 $3.64 $782.60 $3.60 $774.00 1901 HMA Pavement LT; complete as specified Tons 775.00 $89.08 $69,037.00 $88.20 $68,355.00 1903 HMA cold weather paving; complete as specified Tons 115.00 $97.67 $11,232.05 $96.70 $11,120.50 1960 Prepare foundation for asphaltic paving; complete as specified Lump Sum 1.00 $11,392.80 $11,392.80 $43,910.00 $43,910.00 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 2 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Unit Price Extension Unit Price Extension Section 1 $331,569.18 $368,498.55 Vinton Construction Company Northeast Asphalt, Inc. PO Box 137 Two Rivers, WI 54241 1974 Pavement markings; epoxy; 4" (white); complete as specified Linear Feet 575.00 $6.50 $3,737.50 $8.10 $4,657.50 1984 Pavement markings; symbol; epoxy (white); complete as specified Each 2.00 $150.00 $300.00 $155.00 $310.00 1985 Temporary pavement markings; paint; 4" (white); complete as specified Linear Feet 85.00 $0.01 $0.85 $2.50 $212.50 2004 Furnish and install 12" RCP Class III storm sewer; complete as specified Linear Feet 30.00 $82.00 $2,460.00 $87.50 $2,625.00 2140 Furnish and install 12" RCP Class III apron endwall with joint ties; complete as specified Each 2.00 $1,420.00 $2,840.00 $950.00 $1,900.00 2508 Furnish; install; maintain; and remove Type D modified inlet protection; complete as specified Each 10.00 $108.28 $1,082.80 $80.00 $800.00 2510 Sediment removal - Type D modified inlet protection; complete as specified Each 10.00 $12.02 $120.20 $1.00 $10.00 2512 Furnish; install; maintain; and remove stone tracking pad; complete as specified Each 3.00 $0.01 $0.03 $2,000.00 $6,000.00 2514 Furnish; install; maintain; and remove silt fence; complete as specified Linear Feet 3,500.00 $2.12 $7,420.00 $2.10 $7,350.00 2516 Furnish; install; maintain; and remove stone bag; complete as specified Each 10.00 $15.60 $156.00 $10.00 $100.00 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 3 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Unit Price Extension Unit Price Extension Section 1 $331,569.18 $368,498.55 Vinton Construction Company Northeast Asphalt, Inc. PO Box 137 Two Rivers, WI 54241 2518 Furnish; install; maintain; and remove 12" diameter sediment logs; complete as specified Linear Feet 700.00 $5.13 $3,591.00 $8.00 $5,600.00 2522 Furnish; install; maintain; and remove ditch check; complete as specified Each 15.00 $163.22 $2,448.30 $70.00 $1,050.00 2638 Furnish and install turf reinforcement mat system; complete as specified Square Yards 430.00 $6.10 $2,623.00 $10.25 $4,407.50 2648 Furnish and install medium rip-rap with filter fabric; complete as specified Square Yards 15.00 $73.20 $1,098.00 $85.00 $1,275.00 2914 Storm sewer utility line opening (ULO); complete as specified Each 1.00 $850.00 $850.00 $2,500.00 $2,500.00 2950 Excavation special (storm); complete as specified Tons 10.00 $0.01 $0.10 $16.98 $169.80 Bid Total:$331,569.18 $368,498.55 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 4 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Section 1 1010 Clearing; complete as specified Stations 6.00 1011 Clearing; complete as specified Inch Diameter 36.00 1020 Grubbing; complete as specified Stations 6.00 1021 Grubbing; complete as specified Inch Diameter 36.00 1050 Mobilization; complete as specified Lump Sum 1.00 1200 Unclassified excavation; complete as specified Cubic Yards 1,850.00 1202 Strip and stockpile topsoil; complete as specified Lump Sum 1.00 1210 Borrow excavation; complete as specified Cubic Yards 35.00 1220 Excavation special (paving); complete as specified Tons 150.00 1370 Turf restoration; complete as specified Square Yards 5,250.00 1410 12" radius curb with 6" CABC and grading; complete as specified Linear Feet 375.00 1441 30" curb and gutter; plain; 7"; with 5" CABC and grading; complete as specified Linear Feet 375.00 1510 6" concrete sidewalk/ driveway/ramp with 3" CABC and grading; complete as specified Square Feet 2,750.00 1520 8" concrete sidewalk/ driveway/ramp with 3" CABC and grading; complete as specified Square Feet 325.00 Unit Price Extension $371,401.34 $565.00 $3,390.00 $22.60 $813.60 $452.00 $2,712.00 $22.60 $813.60 $25,000.00 $25,000.00 $24.03 $44,455.50 $15,158.39 $15,158.39 $56.12 $1,964.20 $20.10 $3,015.00 $6.85 $35,962.50 $7.74 $2,902.50 $31.51 $11,816.25 $11.01 $30,277.50 $12.50 $4,062.50 Radtke Contractors Inc. I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 5 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Section 1 1540 Curb ramp detectable warning field (natural/non-painted); complete as specified Square Feet 20.00 1580 Cold weather covering (sidewalk) - single visquine; complete as specified Square Feet 450.00 1582 Cold weather covering (sidewalk) - double visquine; complete as specified Square Feet 450.00 1590 Up-charge for late season cold weather concrete sidewalk; complete as specified Cubic Yards 10.00 1650 Locate existing property monuments; complete as specified Each 4.00 1652 Replace existing property monuments; complete as specified Each 4.00 1801 Base aggregate dense; 1- 1/4"; complete as specified Tons 1,050.00 1802 Base aggregate dense; 3"; complete as specified Tons 1,200.00 1900 Tack coat; complete as specified Gallons 215.00 1901 HMA Pavement LT; complete as specified Tons 775.00 1903 HMA cold weather paving; complete as specified Tons 115.00 1960 Prepare foundation for asphaltic paving; complete as specified Lump Sum 1.00 Unit Price Extension $371,401.34 Radtke Contractors Inc. $56.50 $1,130.00 $1.12 $504.00 $1.12 $504.00 $22.60 $226.00 $282.50 $1,130.00 $56.50 $226.00 $16.69 $17,524.50 $15.54 $18,648.00 $4.07 $875.05 $99.67 $77,244.25 $109.27 $12,566.05 $12,750.00 $12,750.00 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 6 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Section 1 1974 Pavement markings; epoxy; 4" (white); complete as specified Linear Feet 575.00 1984 Pavement markings; symbol; epoxy (white); complete as specified Each 2.00 1985 Temporary pavement markings; paint; 4" (white); complete as specified Linear Feet 85.00 2004 Furnish and install 12" RCP Class III storm sewer; complete as specified Linear Feet 30.00 2140 Furnish and install 12" RCP Class III apron endwall with joint ties; complete as specified Each 2.00 2508 Furnish; install; maintain; and remove Type D modified inlet protection; complete as specified Each 10.00 2510 Sediment removal - Type D modified inlet protection; complete as specified Each 10.00 2512 Furnish; install; maintain; and remove stone tracking pad; complete as specified Each 3.00 2514 Furnish; install; maintain; and remove silt fence; complete as specified Linear Feet 3,500.00 2516 Furnish; install; maintain; and remove stone bag; complete as specified Each 10.00 Unit Price Extension $371,401.34 Radtke Contractors Inc. $7.34 $4,220.50 $174.33 $348.66 $33.90 $2,881.50 $86.07 $2,582.10 $1,250.00 $2,500.00 $90.40 $904.00 $1.12 $11.20 $2,300.00 $6,900.00 $2.37 $8,295.00 $11.30 $113.00 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 7 of 8 4/17/2023 Contract 23-05 Lakeshore Park Parking Lot and Trails Construction (#8433443) Owner: Oshkosh WI, City of Solicitor: Oshkosh WI, City of Bid Opening: 04/17/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Section 1 2518 Furnish; install; maintain; and remove 12" diameter sediment logs; complete as specified Linear Feet 700.00 2522 Furnish; install; maintain; and remove ditch check; complete as specified Each 15.00 2638 Furnish and install turf reinforcement mat system; complete as specified Square Yards 430.00 2648 Furnish and install medium rip-rap with filter fabric; complete as specified Square Yards 15.00 2914 Storm sewer utility line opening (ULO); complete as specified Each 1.00 2950 Excavation special (storm); complete as specified Tons 10.00 Bid Total: Unit Price Extension $371,401.34 Radtke Contractors Inc. $9.04 $6,328.00 $79.10 $1,186.50 $11.58 $4,979.40 $80.19 $1,202.85 $2,664.54 $2,664.54 $61.27 $612.70 $371,401.34 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-05 Lakeshore Park Lot & Trails\Project_Information\Contract Info\23-05 Bid Tab_4-17-23 Page 8 of 8 4/17/2023 APRIL 25, 2023 23-177 RESOLUTION (CARRIED 6 – 0 LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: AWARD BID FOR PUBLIC WORKS CONTRACT NO. 23-12 TO AUGUST WINTER & SONS, INC. FOR WASTEWATER TREATMENT PLANT SECONDARY CLARIFIERS MORTAR REPLACEMENT ($580,000.00) INITIATED BY: DEPARTMENT OF PUBLIC WORKS WHEREAS, the City of Oshkosh has heretofore advertised for bids for Wastewater Treatment Plant Secondary Clarifiers Mortar Replacement; and WHEREAS, upon the opening and tabulation of bids, the following is the only bid: AUGUST WINTER & SONS, INC. PO Box 1896 Appleton, WI 54911 Total Bid: $580,000.00 WHEREAS, this bid meets the minimum specifications and staff has reviewed the bid and recommends its acceptance. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the said bid is hereby accepted and the proper City officials are hereby authorized and directed to enter into an appropriate agreement for the purpose of same, all according to plans, specifications, and bid on file. Money for this purpose is hereby appropriated from: Acct. No. 03221910-7214-64006 Sewer Capital Fund-Buildings & Building Imprmts-Clarifiers 1-4 Floor Replacement I:\Wastewater\23-12 WWTP Clarifiers Floor Repl\Project_Information\Correspondence\Memo\23- 12 Memo for Bid Award_4-20-23.docx Page 1 of 2 TO: Honorable Mayor and Members of the Common Council FROM: Steven M. Gohde, Assistant Director of Public Works / Utilities General Manager DATE: April 20, 2023 RE: Award Bid for Public Works Contract No. 23-12 to August Winter & Sons, Inc. for Wastewater Treatment Plant Secondary Clarifiers Mortar Replacement ($580,000) BACKGROUND The Project includes installation of a new floor mortar layer and adjusting clarifier mechanisms in Secondary Clarifiers No. 1 and 3 at the Wastewater Treatment Plant (WWTP). The existing mortar floors are deteriorated and do not provide a smooth surface for the clarifier mechanisms to scrape against. The result is the effluent leaving the WWTP has higher suspended solids, phosphorus, and biological oxygen demand. The WWTP is currently meeting final effluent requirements. However, the WWTP could be discharging higher quality effluent and better meet forthcoming decreased permit limits with the mortar replaced. ANALYSIS Public Works staff reviewed the one (1) bid that was received. The lone Bid was received from August Winter & Sons, Inc. of Appleton, Wisconsin. While above the original 2018 Project estimate, Staff, in consultation with Jacobs Engineering Group, Inc. (Jacobs), feel the bid is reasonable, given the additional work required to complete the Project and increased construction costs over the past five (5) years. FISCAL IMPACT Funding for the WWTP Secondary Clarifiers Mortar Replacement Project is in the 2020, 2021, and 2022 Capital Improvement Programs (CIP) (Account No. 03221910-7214- 64006/Sewer Capital Fund-Buildings & Building Imprmts-Clarifiers 1-4 Floor Replacement). Additional funding will be added in the 2024 CIP to complete the work for Secondary Clarifiers No. 2 and 4. I:\Wastewater\23-12 WWTP Clarifiers Floor Repl\Project_Information\Correspondence\Memo\23- 12 Memo for Bid Award_4-20-23.docx Page 2 of 2 CIP Section CIP Funds Budgeted Estimated Total Construction Cost Property Improvements $950,000 $630,120 Totals $950,000 $630,120 The total cost for this Project, including design, construction, and construction -related services, is estimated to be approximately $630,120. This amount includes design, bidding, and construction-related services from Jacobs, the consultant on this Project. RECOMMENDATIONS I recommend award to the low bidder, August Winter & Sons, Inc. in the amount of $580,000. Approved: Mark A. Rohloff City Manager SMG/tlt Contract 23-12 - Wastewater Treatment Plant Secondary Clarifiers Mortar Replacement (#8403159) Owner: Oshkosh WI, City of Solicitor: Jacobs Engineering Group, Inc. Bid Opening: 04/03/2023 11:00 AM CDT Section Title Item Code Item Description UofM Quantity Unit Price Extension Section 1: Base Bid $580,000.00 1 All demolition and new Work in accordance with the Contract Documents; complete as specified Lump Sum 1.00 $580,000.00 $580,000.00 Bid Total:$580,000.00 August Winter & Sons, Inc PO Box 1896 Appleton, WI 54911 I:\Wastewater\23-12 WWTP Clarifiers Floor Repl\Project_Information\Contract Info\23-12 Bid Tab_4-3-23 Page 1 of 1 4/3/2023 APRIL 25, 2023 23-178 RESOLUTION (CARRIED 6 – 0 LOST________ LAID OVER________ WITHDRAWN_______) PURPOSE: APPROVE INITIAL RESOLUTION FOR SPECIAL ASSESSMENTS FOR STORM SEWER LATERALS RELATING TO CONTRACT 23- 20 / VARIOUS LOCATIONS INITIATED BY: DEPARTMENT OF PUBLIC WORKS BE IT RESOLVED BY the Common Council of the City of Oshkosh as follows: 1. The Common Council hereby declares its intention to exercise its police power under Section 66.0703 and 66.0705 of the Wisconsin Statutes to levy special assessments upon property within the following described areas for benefits conferred upon such property by improving the following: Storm Sewer Laterals: 305 North Westfield Street 1255 Greenfield Trail 1542 West 9th Avenue 1118 East Nevada Avenue 1555 West 9th Avenue 1626 West 6th Avenue 2027 Doemel Street 2106 Doemel Street 722 Bismarck Avenue 2210 Walnut Street 1630 Central Street 932 Moreland Street 1704 Graber Street 834 Miller Lane 850 Miller Lane 870 Miller Lane 880 Miller Lane 855 Greenfield Trail 1024 Mason Street 1433 Hazel Street 1625 Brentwood Drive 1025 Reichow Street 1119 Reichow Street 1352 Cedar Street 925 Waugoo Avenue 1116 Grove Street 1610 Thornton Drive The following properties are included in this year’s program due to limited additional work required to provide a storm sewer lateral connection: 605 Reichow Street 1609 West 6th Avenue 1621 West 6th Avenue 2012 Doemel Street 2030 Doemel Street 715 Bismarck Avenue 723 Bismarck Avenue 1631 Central Street 1637 Central Street 820 Miller Lane 821 Miller Lane 831 Miller Lane 835 Miller Lane 841 Miller Lane APRIL 25, 2023 23-178 RESOLUTION CONT’D The total amount assessed against such district shall not exceed the total cost of the improvements and the amount assessed against any parcel shall not be greater than the benefits accrued thereto from said improvements. 2. The assessments against any parcel may be paid according to the provisions of Section 21-5 through 21-11 of the Oshkosh Municipal Code. 3. The governing body determines that the improvements constitute an exercise of the police power for the health, safety, and general welfare of the municipality and its inhabitants. 4. The Board of Public Works is directed to prepare a report consisting of: (a) Final plans and specifications for said improvements. (b) An estimate of the entire cost of the proposed work or improvements. (c) An estimate as to each parcel of property within the assessment district of: (1) The assessment of benefits to be levied for each improvement. (2) The damages to be awarded for property taken or damages by each improvement. (3) The net amount of benefits over damages or the net amount of damages over benefits for each improvement. (4) The total assessment against each parcel Upon completion of such report, the Board of Public Works is directed to file a copy thereof in the City Clerk's Office for public inspection. 5. Upon receiving the report of the Board of Public Works, the City Clerk is directed to give notice of a public hearing on such reports as speci fied in Section 66.0703(7)(a) of the Wisconsin Statutes. The hearing shall be held before the Common Council at the Council Chambers, Room 406 in the City Hall at a time set by the Clerk in accordance with the Wisconsin Statutes. The assessment against any parcel may be paid in cash, paid with the first property tax installment, or in 5-10-15 year installments as provided within sections 21-6 through 21-8 of the municipal code. APRIL 25, 2023 23-178 RESOLUTION CONT’D 6. The installation of said street improvements shall be accomplished according to the provisions of Section 25-3 through 25-11 of the Oshkosh Municipal Code. I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-20 Mini Storm\Project_Information\Correspondence\Memo\23-20 Initial Resolution Memo_4-20-23.docx Page 1 of 2 TO: Honorable Mayor and Members of the Common Council FROM: Justin Gierach, Engineering Division Manager / City Engineer DATE: April 20, 2023 RE: Approve Initial Resolution for Special Assessments for Storm Sewer Laterals Relating to Contract No. 23-20 / Various Locations BACKGROUND This resolution is the initial resolution for allowing the City to assess property owners for improvements to be completed during the construction of mini storm sewers and storm laterals. The assessable work will include the installation of storm sewer laterals and surface drains. The following properties have requested to be included in this year’s program: 305 North Westfield Street 1255 Greenfield Trail 1542 West 9th Avenue 1118 East Nevada Avenue 1555 West 9th Avenue 1626 West 6th Avenue 2027 Doemel Street 2106 Doemel Street 722 Bismarck Avenue 2210 Walnut Street 1630 Central Street 932 Moreland Street 1704 Graber Street 834 Miller Lane 850 Miller Lane 870 Miller Lane 880 Miller Lane 855 Greenfield Trail 1024 Mason Street 1433 Hazel Street 1625 Brentwood Drive 1025 Reichow Street 1119 Reichow Street 1352 Cedar Street 925 Waugoo Avenue 1116 Grove Street 1610 Thornton Drive The following properties are included in this year’s program due to limited additional work required to provide a storm sewer lateral connection: 605 Reichow Street 1609 West 6th Avenue 1621 West 6th Avenue 2012 Doemel Street 2030 Doemel Street 715 Bismarck Avenue 723 Bismarck Avenue 1631 Central Street 1637 Central Street 820 Miller Lane 821 Miller Lane 831 Miller Lane 835 Miller Lane 841 Miller Lane I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\23-20 Mini Storm\Project_Information\Correspondence\Memo\23-20 Initial Resolution Memo_4-20-23.docx Page 2 of 2 ANALYSIS The resolution allows City staff to proceed with preparing assessments for the abutting properties. A public hearing needs to be held and a final resolution needs to be approved by the Council prior the assessments being levied on the properties. Although Council has directed staff to review potential changes to the City’s special assessment policy, we still need to follow these special assessment procedures until such time as the policy is amended. FISCAL IMPACT Assessments allow the City to recover a portion of the costs associated with projects from benefiting properties. Funding for the projects is included in the 2023 Capital Improvement Program in the Storm Sewer section (Account #03210410-6804- 04020/Contract Control-Storm Sewer-Annual - Mini Storm Sewers/Laterals. RECOMMENDATIONS I recommend approval of the initial resolution. Approved: Mark A. Rohloff City Manager JLG/tlt APRIL 25, 2023 23-179 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER_______WITHDRAWN_______) PURPOSE: GRANT STORM SEWER EASEMENTS LOCATED NORTHEAST OF EAST 9TH AVENUE TO THE CITY OF OSHKOSH REDEVELOPMENT AUTHORITY INITIATED BY: CITY OF OSHKOSH PLAN COMMISSION RECOMMENDATION: Approved BE IT RESOLVED by the Common Council of the City of Oshkosh that the City hereby grants two storm sewer easements located northeast of East 9th Avenue to the City of Oshkosh Redevelopment Authority, per the attached, and the proper City officials are authorized and directed to execute any and all documents necessary for purposes of same. 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: Mark Lyons, Planning Services Manager DATE: April 20, 2023 RE: Grant Storm Sewer Easements Located Northeast of East 9th Avenue to the City of Oshkosh Redevelopment Authority BACKGROUND The subject area is located northeasterly of the proposed Mill on Main mixed -use development site currently under review by City staff. The proposed easements will be located within property owned by the City of Oshkosh. The site is located in the Sawdust District. ANALYSIS The Redevelopment Authority owns the adjacent properties and is facilitating the redevelopment within the City's Sawdust District redevelopment area. As part of this redevelopment, a larger property made up of multiple smaller contiguous parcels will benefit from storm water drainage outfall facilities crossing the City's Riverwalk pro perty along the shoreline of the Fox River. The purpose of these easements is to allow the installation, maintenance, and utilization of storm water drainage facilities through the City's Riverwalk property. The easements are specifically limited to providing storm water drainage benefits to several parcels. RECOMMENDATION The Plan Commission recommended granting the easements as requested on April 18, 2023. Please see the attached staff report and meeting minutes for more information. Respectfully Submitted, Approved: Mark Lyons Mark A. Rohloff Planning Services Manager City Manager ITEM: GRANT TWO STORM SEWER EASEMENTS LOCATED NORTHEASTERLY OF EAST 9TH AVENUE PLAN COMMISSION MEETING DATE: APRIL 18, 2023 GENERAL INFORMATION Applicant/Owner: City of Oshkosh Actions Requested: The City of Oshkosh is requesting the granting of two storm sewer easements to the City of Oshkosh Redevelopment Authority which will cross through the City’s Riverwalk property adjacent to the Fox River. Applicable Ordinance Provisions: N/A Property Location and Background Information: The subject area is located northeasterly of the proposed Mill on Main mixed-use development site currently under review by City staff. The proposed easements will be located within property owned by the City of Oshkosh. The site is located in the Sawdust District, a special project area targeted for new mixed-use developments and rehabilitation of existing sites to revitalize the South Main Street corridor and adjacent lands south of the Fox River and west of Lake Winnebago. ANALYSIS The Redevelopment Authority owns adjacent properties and is facilitating its redevelopment within the City's Sawdust District Redevelopment Area. As part of the redevelopment, a larger property made up of multiple smaller contiguous parcels will benefit from storm water drainage outfall facilities crossing the City's Riverwalk property along the shoreline of the Fox River. The purpose of these easements is to allow the installation, maintenance, and utilization of storm water drainage facilities through the City's Riverwalk property. The easements are specifically limited to providing storm water drainage benefits to several parcels. The parcels to be served roughly comprise a Figure 1 - 30'Easement Item I – Grant Storm Sewer Easements – E. 9th Avenue 2 triangle east of South Main Street and North of East 9th Avenue, extending northeasterly to the City's Riverwalk property. The City Attorney’s Office is in the process of finalizing the necessary easement documents. The Department of Public Works does not have concerns with the proposed easements as they are needed for proper discharge of storm water from the pending Mill on Main development. Final easement documents signed and recorded at the Winnebago County Register of Deeds after approval by the Common Council. RECOMMENDATION/CONDITIONS Staff recommends approval of the granting of the proposed storm sewer easements as requested. The Plan Commission recommended granting the storm sewer easements as requested on April 18, 2023. The following is their discussion on the item. Site Inspections Report: No Commissioners reported visiting the site. Staff report accepted as part of the record. The City of Oshkosh is requesting the granting of two storm sewer easements to the City of Oshkosh Redevelopment Authority which will cross through the City’s Riverwalk property adjacent to the Fox River. Mr. Nau presented the items and reviewed the sites and surrounding area as well as the land use and zoning classifications in this area. The Redevelopment Authority owns adjacent properties and is facilitating its redevelopment within the City's Sawdust District Redevelopment Area. As part of the redevelopment, a larger property made up of multiple smaller contiguous parcels will benefit from storm water drainage outfall facilities crossing the City's River Walk property along the shoreline of the Fox River. The purpose of these easements is to allow the installation, maintenance, and utilization of storm water drainage facilities through the City's River Walk property. The easements are specifically limited to providing storm water drainage benefits to several parcels. The parcels to be served roughly comprise a triangle east of South Main Street and North of E. 9th Avenue, extending northeasterly to the City's River Walk property. Proposed 30’ Easement Proposed 20’ Easement Figure 2 - 20' Easement Item I – Grant Storm Sewer Easements – E. 9th Avenue 3 The City Attorney’s Office is in the process of finalizing the necessary easement documents. The Department of Public Works does not have concerns with the proposed easements as they are needed for proper discharge of storm water from the pending T-Wall development. Final easement documents signed and recorded at the Winnebago County Register of Deeds after approval by the Common Council. Staff recommends approval with the findings and conditions as listed in the staff report. Mr. Perry opened up technical questions to staff. Mr. Mitchell asked if the intent of the easements was to allow storm water drainage from the developed lot directly into the river. Mr. Nau said that is correct. It will collect and convey storm sewer. Mr. Lyons said that it will have to go through quality and quantity control mechanisms. It is not a direct discharge. Ms. Scheuermann asked if this was the right time in the voting on these easements. Mr. Lyons said that this redevelopment has been complex which is why different pieces have come back at different times, it’s when they are ready. It’s a function of the complexity of the complex. Ms. Scheuermann asked if there will be more easements coming to Plan Commission. Mr. Lyons said that he believes these should be the last of the easements. Mr. Perry asked for any public comments and asked if the applicant wanted to make any statements. There were no public comments on this item. Mr. Perry closed public comments and asked if the applicant wanted to make any closing statements. There were no closing statements from the applicant. Motion by Propp to adopt the findings and recommendation as stated in the staff report. Seconded by Scheuermann. E 7 TH AV E 10TH AV PIONEE R DRE 9TH AV E 8TH AV S MAIN ST BRIDGE RiversidePark J:\GIS\Planning\Plan Commission Site Plan Map Template\2020 Plan Commission Site Plan Map Template.mxd User: jeffn Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 150 ft 1 in = 0.03 mi¯E OF S MAIN & N OF E9TH City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer SUBJECTSITE E 8TH AV J:\GIS\Planning\Plan Commission Site Plan Map Template\2020 Plan Commission Site Plan Map Template.mxd User: jeffn Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 100 ft 1 in = 0.02 mi¯E OF S MAIN & N OF E9TH City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer SUBJECTSITE BROAD ST WAUGOO AV OTTER AV COMMERCE S T NEBRASKA ST DIVISION ST BAY ST BAY SHORE DR PEARL AV COURT ST CITY CENTER W 5TH AV E 7TH AV BAY ST BROAD ST SCHOOL AV NEBRASKA ST E SOUTH PARK AV E 11TH AV POPLAR AV W 12TH AV W 7TH AV W 6TH AV W 8TH AV W 11TH AV W 10TH AV E 9TH AV E 8TH AV E 10TH AV BROAD ST MILL ST STATE ST PIONEER DR BROADST OR E G O N S T N MAIN ST CEAPE AV WASHINGTON AVHIGH AV JACKSON ST W 9TH AV W SOUTH PARK AV S M A I N S T Oshkosh City Limit Oshkosh City Limit CMU CMU CMU CMU CMUCMU CMU CMU-PD CMU-PD CMU-PD CMU-PD-RFO CMU-RFO CMU-RFO HI I II I I I I I I I II I-PD I-PD I-PD I-PD I-PD-RFO MR-20 MR-36 MULTIPLE RMU-PD RMU-PD RMU-PD RMU-PD-RFO RMU-PD-RFO RMU-PD-RFO RMU-PD-RFO RMU-RFO SR-9 TR-10 TR-10 TR-10 UMU UMU UMU UMU UMU UMUUMU UMU-PD UMU-PD UMU-PD UMU-RFO J:\GIS\Planning\Plan Commission Site Plan Map Template\2020 Plan Commission Site Plan Map Template.mxd User: jeffn Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 500 ft 1 in = 0.09 mi¯E OF S MAIN & N OF E9TH City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer SUBJECTSITE W 8TH AV W 6TH AV W 7TH AV E 7T H AV E 8TH AV S MAIN ST BRIDGE S MAINST RiversidePark C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 120 ft 1 in = 0.02 mi¯E OF S MAIN & N OF E9TH City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer W 8THAV W 6THAV W 7THAV E 7T H AV E 8TH AV S MAIN ST BRIDGE S MAINST C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 100 ft 1 in = 0.02 mi¯E OF S MAIN & N OF E9TH City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer BROAD ST COMMERCE ST COURT ST NEBR A SK A S T CEAPE AV OTTER AV W 5TH AV E 7TH AVW 7TH AV W 8TH AV W 10TH AV W 6TH AV W 11TH AV STATE ST BROAD ST E 11TH AV E 9TH AV E 8TH AV E 10TH AV NE B R A S K A S T BROAD ST PIONEER DR CEAPE AV W 9TH AV N MAIN ST S M AIN ST CMU CMUCMU CMU-PD CMU-PD CMU-PD-RFO CMU-RFO CMU-RFO HII I I I-PD I-PD I-PD I-PD-RFO I-RFO RMU-PD RMU-PD RMU-PD RMU-PD-RFO RMU-PD-RFO RMU-RFO TR-10 TR-10 TR-10 TR-10 UMU UMU UMU UMU UMU-PD UMU-PD UMU-RFO C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 300 ft 1 in = 0.06 mi¯E OF S MAIN & N OF E9TH City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer APRIL 25, 2023 23-180 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER_______WITHDRAWN_______) PURPOSE: GRANT ELECTRIC UNDERGROUND AND GAS EASEMENTS TO WISCONSIN PUBLIC SERVICE FOR UNDERGROUNDING OF UTILITIES IN THE SAWDUST DISTRICT INITIATED BY: CITY ADMINISTRATION REDEVELOPMENT AUTHORITY RECOMMENDATION: Approved BE IT RESOLVED by the Common Council of the City of Oshkosh that the City hereby grants electric and gas easements in the Sawdust District to Wisconsin Public Service for undergrounding of utilities in the Sawdust District , per the attached, and the proper City officials are authorized and directed to execute any and all documents necessary for purposes of same. TO: Honorable Mayor and Members of the Common Council FROM: Kelly Nieforth, Community Development Director DATE: April 20, 2023 RE: Grant Electric Underground and Gas Easements to Wisconsin Public Service for Undergrounding of Utilities in the Sawdust District BACKGROUND The Redevelopment Authority and City of Oshkosh have made a substantial investment in the Sawdust District in order to prepare the area for private redevelopment. As part of the redevelopment efforts, city staff has budgeted funds to have Wisconsin Public Service (WPS) bury the existing overhead utilities in the new redevelopment area to improve the overall aesthetics of the Sawdust District. ANALYSIS WPS is requesting easements on RDA property in an effort to bury the existing overhead utilities and serve future development. City staff has worked with T. Wall representatives to ensure that the easements will meet their needs for service and are acceptable to them as T. Wall will eventually be the owners of the property. City staff has also worked with WPS to ensure that the underground utilities installed in the new easements will be set up to underground additional utilities in the future. RECOMMENDATION The Redevelopment Authority recommended the granting of electric underground and gas easements to Wisconsin Public Service for undergrounding of utilities in the Sawdust District on Monday, March 27th. Respectfully Submitted, Approved: Kelly Nieforth Mark A. Rohloff Community Development Director City Manager 3302008 Easement THIS INDENTURE is made this ______ day of ______________, ______, by and between Redevelopment Authority of the City of Oshkosh, a municipal corporation, ("Grantor") and WISCONSIN PUBLIC SERVICE CORPORATION, a Wisconsin Corporation, along with its successors and assigns and Time Warner Cable, Inc. and Wisconsin Bell Inc. d/b/a AT&T-Wisconsin, a Wisconsin corporation, (collectively, "Grantee") for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor, owner of land, hereby grants and warrants to, Grantee, a permanent non-exclusive easement upon, within, beneath, over and across a part of Grantor’s land hereinafter referred to as "easement area" more particularly described as follows: Part of Lots 1, 2, 3 & 4 of Certified Survey Map Number 8005 recorded in the Winnebago County Register of Deeds as Document No. 1899509, part of Lots 2 & 3 of Certified Survey Map Number 7947 recorded in the Winnebago County Register of Deeds as Document No. 1888688, and part of Lot 1 of Certified Survey Map Number 6007 recorded in the Winnebago County Register of Deeds Volu me 1 of Certified Survey Maps Page 6007 as Document No. 1418291, being part of the Southwest Quarter (SW1/4) of Section 24 and Part of Government Lot 2 of Section 25, Township 18 North, Range 16 East , City of Oshkosh, County of Winnebago, State of Wisconsin, as shown on the attached Exhibit “A”. Return to: Wisconsin Public Service Corp. Real Estate Dept. P.O. Box 19001 Green Bay, WI 54307-9001 Tax Parcel Identification Number (PIN) 90301390200; 90301331100; 90301550300; 90302080100; 90301331000; 90301330800; 90301490100; 90301420100; 90301380100; 90301330700; 90301330600 1. Purpose: ELECTRIC UNDERGROUND and GAS - The purpose of this easement is to construct, install, operate, maintain repair, replace and extend underground utility facilities, conduit and cables, electric pad- mounted transformers, manhole, electric pad-mounted vacuum fault interrupter, concrete slabs, power pedestals, riser equipment, terminals and markers, together with all necessary and appurtenant equipment under and above ground, as well as pipeline or pipelines with valves, tieovers, main laterals and service laterals, together with all necessary and appurtenant equipment under and above ground, including cathodic protection apparatus used for corrosion control, as deemed necessary by Grantee, for the transmission and distribution of electric energy, signals, television and telecommunications services; natural gas and all by- products thereof, or any liquids, gases, or substances which can or may be transported or distributed through a pipeline, including the customary growth and replacement thereof. Trees, bushes, branches and roots may be trimmed or removed so as not to interfere with Grantee's use of the easement area. 2. Access: Grantee shall have the right to enter on and across any of the Grantor’s property outside of the easement area as may be reasonably necessary to gain access to the easement area and as may be reasonably necessary for the construction, installation, operation, maintenance, inspection, removal or replacement of the Grantee’s facilities. 3. Buildings or Other Structures: Grantor agrees that no structures will be erected in the easement area or in such close proximity to Grantee's facilities as to create a violation of all applicable State of Wisconsin electric and gas codes or any amendments thereto. 4. Elevation: Grantor agrees that the elevation of the ground surface existing as of the date of the initial installation of Grantee's facilities within the easement area will not be altered by more than 4 inches without the written consent of Grantee. 5. Restoration: Grantee agrees to restore or cause to have restored Grantor's land, as nearly as is reasonably possible, to the condition existing prior to such entry by Grantee or its agents. This restoration, however, does not apply to any trees, bushes, branches or roots which may interfere with Grantee's use of the easement area. 6. Exercise of Rights: It is agreed that the complete exercise of the rights herein conveyed may be gradual and not fully exercised until sometime in the future, and that none of the rights herein granted shall be lost by non- use. 7. Binding on Future Parties: This grant of easement shall be binding upon and inure to the benefit of the heirs, successors and assigns of all parties hereto. 8. Easement Review: Grantor acknowledges receipt of materials which describe Grantor’s rights and options in the easement negotiation process and furthermore acknowledges that Grantor has had at least 5 days to review this easement document or voluntarily waives the five day review period. [REMAINDER OF PAGE LEFT BLANK] WITNESS the hand and seal of the Grantor the day and year first above written Redevelopment Authority of the City of Oshkosh, a municipal corporation Organization name Sign Name Print name & title Sign Name Print name & title STATE OF ) )SS COUNTY OF ) This instrument was acknowledged before me this _______ day of ___________________, _______, by the above-named_________________________________________________________ Redevelopment Authority of the City of Oshkosh, a municipal corporation, to me known to be the Grantor(s) who executed the foregoing instrument on behalf of said Grantor(s) and acknowledged the same Sign Name Print Name Notary Public, State of My Commission expires: This instrument drafted by: Michelle Somers Wisconsin Public Service Corporation REMS Entity ID WR Number Document ID REMS Formatted Number 1464408 WMIS-3322411 3302008 INT11-464-408 EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN W1/4 CORNER SECTION 24 T.18N., R.16E. LOT 3 C.S.M. NO. 7947 DOC. NO. 1888688 GRANTEE: WISCONSIN PUBLIC SERVICE CORPORATION P.O. BOX 19001 2830 S. ASHLAND AVE. GREEN BAY, WI 54307-9001 GRANTOR: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, A MUNICIPAL CORPORATION 215 CHURCH AVE. OSHKOSH, WI 54901 SW CORNER SECTION 24 T.18N., R.16E. (CHISELED ARROW FOUND) P.O.B. "A" P.O.B. "B" (SEE DETAIL ON SHEET 6 OF 9) LOT 4 C.S.M. NO. 8005 DOC. NO. 1899509 LOT 1 C.S.M. NO. 8005 DOC. NO. 1899509 LOT 2 C.S.M. NO. 8005 DOC. NO. 1899509 LOT 3 C.S.M. NO. 8005 DOC. NO. 1899509 MEANDER CORNER SH E E T 5 O F 9 SH E E T 2 O F 9 SH E E T 4 O F 9 SH E E T 3 O F 9 SHEET 5 OF 9 SHEET 4 OF 9 SHEET 2 OF 9 SHEET 3 OF 9 LOT 1 C.S.M. NO. 6007 LOT 2 C.S.M. NO. 7947 EASEMENT AREA "A" EASEMENT AREA "B" P.O.B. P.O.T. LOT 1 C.S.M. NO. 7748 SH E E T 5 O F 9 SH E E T 2 O F 9 SHEET 2 OF 9 SHEET 3 OF 9 EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSINGRANTEE: WISCONSIN PUBLIC SERVICE CORPORATION P.O. BOX 19001 2830 S. ASHLAND AVE. GREEN BAY, WI 54307-9001 GRANTOR: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, A MUNICIPAL CORPORATION 215 CHURCH AVE. OSHKOSH, WI 54901 P.O.B. "A" LOT 4 C.S.M. NO. 8005 DOC. NO. 1899509 LOT 1 C.S.M. NO. 8005 DOC. NO. 1899509 LOT 2 C.S.M. NO. 8005 DOC. NO. 1899509 NOTE: SEE LINE TABLE ON SHEET 7 OF 9 EASEMENT AREA "A" 6'8' 7' 7' 8' 12 ' 8' 6' P.O.B. P.O.T. P.O.T. "A" 6' 8' SH E E T 4 O F 9 SH E E T 3 O F 9 SHEET 2 OF 9 SHEET 3 OF 9 EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN GRANTEE: WISCONSIN PUBLIC SERVICE CORPORATION P.O. BOX 19001 2830 S. ASHLAND AVE. GREEN BAY, WI 54307-9001 GRANTOR: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, A MUNICIPAL CORPORATION 215 CHURCH AVE. OSHKOSH, WI 54901 LOT 1 C.S.M. NO. 8005 DOC. NO. 1899509 LOT 3 C.S.M. NO. 8005 DOC. NO. 1899509 NOTE: SEE LINE TABLE ON SHEET 7 OF 9 EASEMENT AREA "A" 12' 10 ' 8' 7' 8' P.O.B. P.O.T. LOT 1 C.S.M. NO. 7748 DOC. NO. 1847902 SH E E T 5 O F 9 SH E E T 2 O F 9 SH E E T 4 O F 9 SH E E T 3 O F 9 SHEET 5 OF 9 SHEET 4 OF 9 SHEET 2 OF 9 SHEET 3 OF 9 EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN GRANTEE: WISCONSIN PUBLIC SERVICE CORPORATION P.O. BOX 19001 2830 S. ASHLAND AVE. GREEN BAY, WI 54307-9001 GRANTOR: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, A MUNICIPAL CORPORATION 215 CHURCH AVE. OSHKOSH, WI 54901 LOT 4 C.S.M. NO. 8005 DOC. NO. 1899509LOT 1 C.S.M. NO. 8005 DOC. NO. 1899509 P.O.B. P.O.T. LO T 3 C. S . M . N O . 8 0 0 5 D O C . N O . 1 8 9 9 5 0 9 NOTE: SEE LINE TABLE ON SHEET 7 OF 9 EASEMENT AREA "A" 12' 1 2 ' SH E E T 5 O F 9 SH E E T 2 O F 9 SHEET 5 OF 9 SHEET 4 OF 9 EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN GRANTEE: WISCONSIN PUBLIC SERVICE CORPORATION P.O. BOX 19001 2830 S. ASHLAND AVE. GREEN BAY, WI 54307-9001 GRANTOR: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, A MUNICIPAL CORPORATION 215 CHURCH AVE. OSHKOSH, WI 54901 LOT 2 C.S.M. NO. 7947 DOC. NO. 1888688 LOT 1 C.S.M. NO. 6007 DOC. NO. 1418291 LOT 4 C.S.M. NO. 8005 DOC. NO. 1899509 NOTE: SEE LINE TABLE ON SHEET 7 OF 9 LOT 3 C.S.M. NO. 8005 DOC. NO. 1899509 8' EASEMENT AREA "A" 12' 6 ' P.O.B. P.O.T. EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSINGRANTEE: WISCONSIN PUBLIC SERVICE CORPORATION P.O. BOX 19001 2830 S. ASHLAND AVE. GREEN BAY, WI 54307-9001 GRANTOR: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, A MUNICIPAL CORPORATION 215 CHURCH AVE. OSHKOSH, WI 54901 MEANDER COR. S1/4 CORNER SECTION 24 T.18N., R.16E. P.O.B. "B" EASEMENT AREA "B" LOT 3 C.S.M. NO. 7947 DOC. NO. 1888688 NOTE: SEE LINE TABLE ON SHEET 7 OF 9 WPS PARCEL LOT 1 C.S.M. NO. 6007 DOC. NO. 1418291 EASEMENT AREA "A" 15' 1 2 ' 12 ' P.O.B. P.O.T. EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN EASEMENT AREA “A” DESCRIPTION Part of Lots One (1), Two (2), Three (3), & Four (4) of Certified Survey Map Number 8005 recorded as Document No. 1899509 of Winnebago County Records, part of Lot 2 of Certified Survey Map Number 7947 recorded as Document No. 1888688 of Winnebago County Records, and part of Lot 1 of Certified Survey Map Number 6007 recorded in Volume 1 of Certified Survey Maps on Page 6007 as Document No. 1418291 of Winnebago County Records; being part of the Southwest Quarter (SW1/4) of Section Twenty-Four (24), Township Eighteen (18) North, Range Sixteen (16) East, City of Oshkosh, Winnebago County, State of Wisconsin containing 34,657 square feet (0.796 acres) of land and being described by: Commencing at the Southwest Corner of said Section 24; thence N00°-15'-31"W along the west line of the SW1/4 of said Section 24, a distance of 216.01 feet; thence S89°-45'-48"E 1202.14 feet to the northwest corner of Lot 2 of said Certified Survey Map No. 8005 (also the east right of way line of South Main Street) and the point of beginning; thence the following courses along the boundary lines of said Certified Survey Map No. 8005: N00°-01'-36"E along said east right of way line, a distance of 223.66 feet; S89°-45'-48"E 181.12 feet (recorded as 181.11 feet); thence N00°-02'-25"E 205.99 feet; thence N54°-45'-51"W 65.38 feet; thence N83°-50'-06"W 128.48 feet to the easterly right of way line of South Main Street and the termination of said courses; thence N11°-51'-23"E along said easterly right of way line, a distance of 29.87 feet; thence S89°-44'-43"E 101.21 feet; thence S55°-29'-06"E along a southwesterly line of Lot 3 of said Certified Survey Map No. 8005 and its northwesterly extension, a distance of 714.92 feet; thence S43°-14'-06"E along a southwesterly line of said Lot 3, a distance of 252.78 feet (recorded as 252.77 feet) to the northerly right of way line of East 9th Avenue; thence the following courses along said northerly right of way line: southwesterly 97.33 feet along the arc of a curve to the left, having a radius of 223.00 feet and a chord of which bears S73°-26'-43"W 96.56 feet; S60°-56'-28"W 117.93 feet; southwesterly 139.80 feet along the arc of a curve to the right, having a radius of 267.00 feet and a chord of which bears S75°-56'-28"W 138.21 feet; N70°-24'-48"W 28.15 feet; N89°-03'-32"W 271.84 feet; S72°-10'-57"W 27.99 feet; N89°-03'-32"W 205.24 feet to the termination of said courses; thence N44°-30'-58"W 14.25 feet to the east right of way line of South Main Street; thence N00°-01'-36"E along said east right of way line, a distance of 179.55 feet to the northwest corner of Lot 2 of said Certified Survey Map No. 8005; thence S89°-19'-08"E 7.00 feet; thence S00°-01'-36"W 8.00 feet; thence S00°-01'-36"W 168.60 feet; thence S44°-30'-58"E 7.09 feet; thence S89°-03'-32"E 32.00 feet; thence S00°-56'-28"W 2.00 feet; thence S89°-03'-32"E 37.00 feet; thence N00°-56'-28"E 2.00 feet; thence S89°-03'-32"E 133.07 feet; thence N72°-10'-57"E 27.99 feet; thence S89°-03'-32"E 6.00 feet; thence S00°-56'-28"W 2.00 feet; thence S89°-03'-32"E 22.00 feet; thence N00°-56'-28"E 2.00 feet; thence S89°-03'-32"E 106.00 feet; thence S00°-56'-28"W 2.00 feet; thence S89°-03'-32"E 22.00 feet; thence N00°-56'-28"E 2.00 feet; thence S89°-03'-32"E 118.47 feet; thence S70°-24'-48"E 28.14 feet; thence northeasterly 54.00 feet along the arc of a curve to the left, having a radius of 259.00 feet and a chord of which bears N84°-40'-48"E 53.90 feet; thence S11°-30'-51"E 2.00 feet; thence northeasterly 80.92 feet along the arc of a curve to the left, having a radius of 261.00 feet and a chord of which bears N69°-49'-23"E 80.60 feet; thence N60°-56'-28"E 12.17 feet; thence N29°-03'-32"W 6.00 feet; thence N60°-56'-28"E 105.76 feet; thence northeasterly 78.28 feet along the arc of a curve to the right, having a radius of 235.00 feet and a chord of which bears N70°-29'-06"E 77.92 feet; thence N43°-14'-06"W 227.85 feet; thence N55°-29'-06"W 186.87 feet; thence S39°-28'-15"W 229.89 feet; thence N89°-19'-08"W 104.66 feet; thence S00°-01'-36"W 36.00 feet; thence N89°-19'-08"W 277.03 feet; thence N00°-01'-36"E 8.00 feet; thence S89°-19'-08"E 269.03 feet; thence N00°-01'-36"E 40.00 feet; thence S89°-19'-08"E 107.05 feet; thence N39°-28'-15"E 223.09 feet; thence N55°-29'-06"W 511.01 feet; thence N89°-44'-43"W 87.72 feet; thence S11°-51'-23"W 8.84 feet; thence S83°-50'-06"E 118.02 feet; thence S54°-45'-51"E 60.92 feet; thence N00°-02'-25"E 2.75 feet; thence S55°-29'-06"E 9.70 feet; thence S00°-02'-25"W 223.51 feet; thence N89°-45'-52"W 182.12 feet; thence S00°-01'-36"W 215.71 feet to the point of termination; being subject to any and all easements and restrictions of record. EXHIBIT A PART OF LOTS 1, 2, 3, & 4 OF CERTIFIED SURVEY MAP NO. 8005, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1899509, PART OF LOTS 2 & 3 OF CERTIFIED SURVEY MAP NO. 7947, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS DOCUMENT NUMBER 1888688, AND PART OF LOT 1 OF CERTIFIED SURVEY MAP NO. 6007, RECORDED IN THE WINNEBAGO COUNTY REGISTER OF DEEDS VOLUME 1 OF CERTIFIED SURVEY MAPS PAGE 6007 AS DOCUMENT NUMBER 1418291, BEING PART OF THE SOUTHWEST QUARTER (SW1/4) OF SECTION 24 AND PART OF GOVERNMENT LOT 2 OF SECTION 25 , TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, COUNTY OF WINNEBAGO, STATE OF WISCONSIN EASEMENT AREA “B” DESCRIPTION Part of Lot Three (3) of Certified Survey Map Number 7947 recorded as Document No. 1888688 of Winnebago County Records and part of Lot One (1) of Certified Survey Map Number 6007 recorded in Volume 1 of Certified Survey Maps on Page 6007 as Document No. 1418291 of Winnebago County Records; being part of the Southwest Quarter (SW1/4) of Section Twenty-Four (24) and part of Government Lot 2 of Section Twenty-Five (25), Township Eighteen (18) North, Range Sixteen (16) East, City of Oshkosh, Winnebago County, State of Wisconsin containing 10,595 square feet (0.243 acres) of land and being described by: Commencing at the Southwest Corner of said Section 24; thence N89°-51'-26"E along the south line of the SW1/4 of said Section 24, a distance of 1879.78 feet; thence S00°-08'-34"E 29.85 feet to the southeasterly right of way line of East 9th Avenue and the point of beginning; thence the following courses along said southeasterly right of way line: northeasterly 30.74 feet along the arc of a curve to the left, having a radius of 333.00 feet and a chord of which bears N63°-35'-10"E 30.73 feet; N60°-56'-28"E 117.93 feet; easterly 134.45 feet along the arc of a curve to the right, having a radius of 170.37 feet and a chord of which bears N83°-32'-58"E 130.99 feet; S73°-00'-54"E 10.99 feet (recorded as 11.00 feet) to the northeast corner of Lot 3 of said Certified Survey Map No. 7947 and the termination of said courses; thence S16°-55'-30"W 434.04 feet (recorded as 434.03 feet) to the southeast corner of said Lot 3; thence N89°-13'-11"W 87.12 feet to a westerly line of Lot 1 of said Certified Survey Map No. 6007; thence N09°-37'-39"W (recorded as N09°-37'-10”W) along said westerly line, a distance of 12.20 feet; thence S89°-13'-11"E 77.18 feet; thence N16°-55'-30"E 413.79 feet; thence westerly 114.51 feet along the arc of a curve to the left, having a radius of 158.37 feet and a chord of which bears S83°-56'-10"W 112.03 feet; thence N46°-33'-01"W 12.69 feet; thence S10°-26'-59"W 15.53 feet; thence S60°-56'-28"W 110.54 feet; thence southwesterly 28.58 feet along the arc of a curve to the right, having a radius of 345.00 feet and a chord of which bears S63°-18'-49"W 28.57 feet to the west line of Lot 1 of said Certified Survey Map No. 6007; thence N01°-25'-45"W (recorded as N01°-25'-16”W) along said west line, a distance of 9.59 feet to the south right of way line of East 9th Avenue; thence N89°-33'-00"W (recorded as N89°-32'-32”W) along said south right of way line, a distance of 7.59 feet to the point of beginning; being subject to any and all easements and restrictions of record. APRIL 25, 2023 23-181 RESOLUTION CARRIED 6 – 0 LOST_______LAID OVER_______WITHDRAWN_______) PURPOSE: APPROVE GENERAL DEVELOPMENT PLAN AND SPECIFIC IMPLEMENTATION PLAN FOR AN OFF-SITE PARKING LOT FOR PROPERTY LOCATED EAST OF 505 MARION ROAD INITIATED BY: MERCURY MARINE, DAVE HAHN PLAN COMMISSION RECOMMENDATION: Approved w/ findings and conditions WHEREAS, the Plan Commission finds that the General Development Plan and Specific Implementation Plan for an off-site parking lot for the property located east of 505 Marion Road is consistent with the criteria established in Section 30-387 of the Oshkosh Zoning Ordinance. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that a General Development Plan and Specific Implementation Plan for an off- site parking lot for the property located east of 505 Marion Road, per the attached, is hereby approved with the following findings: 1. The proposed Planned Development project is consistent with the overall purpose and intent of this Chapter. 2. The proposed Planned Development project would maintain the desired relationships between land uses, land use densities and intensities, and land use impacts in the environs of the subject site. 3. Adequate public infrastructure is or will be available to accommodate the range of uses being proposed for the Planned Development project, including but not limited to public sewer and water and public roads. 4. The proposed Planned Development project will incorporate appropriate and adequate buffers and transitions between areas of different land uses and development densities/intensities. 5. The proposed architecture and character of the proposed Planned Development project is compatible with adjacent/nearby development. APRIL 25, 2023 23-181 RESOLUTION CONT’D 6. The proposed Planned Development project will positively contribute to and not detract from the physical appearance and functional arrangement of development in the area. 7. The proposed Planned Development project will produce significant benefits in terms of environmental design and significant alternative approaches to addressing development performance that relate to and more than compensate for any requested exceptions/base standard modifications variation of any standard or regulation of this Chapter. BE IT FURTHER RESOLVED that the following are conditions of approval for a General Development Plan and Specific Implementation Plan for an off-site parking lot for the property located east of 505 Marion Road: 1. Base Standard Modification to allow reduced waterfront setback to 30.51 ft., where code requires a 45 ft. waterfront setback for parking areas in the RMU district. 2. Base Standard Modification to allow two parking row islands without trees. 3. Base Standard Modification to allow landscaping devoted to street frontage landscaping points with drip line further than 10 ft. from the public right-of- way. 4. Base Standard Modification to allow 0 bufferyard landscaping points along west property line where code requires a 0.2 opacity bufferyard. 5. Base Standard Modification to allow 0 bufferyard landscaping points along the south/east property lines where code requires a 0.4 opacity bufferyard. 6. Final landscaping plan shall be reviewed and approved by the Department of Community Development. 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: Mark Lyons, Planning Services Manager DATE: April 20, 2023 RE: Approve General Development Plan and Specific Implementation Plan for an Off-Site Parking Lot for Property Located East of 505 Marion Road BACKGROUND The applicant requests approval for a General Development Plan (GDP) and Specific Implementation Plan (SIP) for an off-site parking lot. The subject site consists of three vacant riverfront parcels totaling 0.97 acres located on the south side of Marion Road, immediately east of Mercury Marine Plant 33 (505 Marion Road.). The surrounding area consists of multi-family residential uses to the east and north, Fox River to the south, and Mercury Marine to the west. The 2040 Comprehensive Land Use Plan recommends Center City uses for the subject area. A 2006 purchase agreement between Mercury Marine and the City of Oshkosh Redevelopment Authority for the sale of the subject site (previously owned by Mercury) gave Mercury the right to construct and occupy a parking lot on the subject parcels. ANALYSIS The applicant is proposing to construct a 49 -stall parking lot on the subject site to be utilized by employees of Mercury Marine Plant 33. Off-site parking lots are a conditional use in the RMU zoning district. According to the applicant, the Mercury Marine site has 58 employees on their largest shift and the existing Mercury Marine site has 32 stalls. Staff is supportive of the proposed use as it will provide needed parking for the Mercury Marine site to the west and is consistent with the previous agreement between Mercury Marine and the Redevelopment Authority. Staff also feels that a parking lot is an appropriate use for the site as an American Transmission Company (ATC) infrastructure runs through the property, limiting the ability for any buildings to be built on the lot. The applicant is requesting base standard modifications (BSMs) for the following: to allow reduced waterfront setback to 30.51 ft., where code requires a 45 ft. waterfront setback for parking areas in the RMU district, to allow two parking row islands without trees, to allow landscaping devoted to street frontage landscaping points with drip line further than 10 ft. from the public right-of-way, to allow 0 bufferyard landscaping points along west property line where code requires a 0.2 opacity bufferyard, and to allow 0 bufferyard landscaping points along the south/east property lines where code requires a 0.4 opacity bufferyard . Staff is supportive of the requested BSMs. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us FISCAL IMPACT The parcels included in the project are owned by the City of Oshkosh Redevelopment Authority and the City of Oshkosh so no value will be added to the tax base. The applicant is anticipating spending approximately $400,000 on the project. RECOMMENDATION The Redevelopment Authority recommended approval of the plan on March 27 , 2023. The Plan Commission recommended approval of the General Development Plan and Specific Implementation Plan with findings and conditions on April 18, 2023. Please see the attached staff report and meeting minutes for more information. Respectfully Submitted, Approved: Mark Lyons Mark A. Rohloff Planning Services Manager City Manager ITEM: GENERAL DEVELOPMENT PLAN & SPECIFIC IMPLEMENTATION PLAN APPROVAL FOR AN OFF-SITE PARKING LOT FOR PROPERTY LOCATED AT SOUTH SIDE OF MARION ROAD PLAN COMMISSION MEETING DATE: APRIL 18, 2023 GENERAL INFORMATION Applicant: Mercury Marine – Dave Hahn Owner: Oshkosh Redevelopment Authority Action(s) Requested: The applicant requests approval for a General Development Plan (GDP) and Specific Implementation Plan (SIP) for an off-site parking lot. Applicable Ordinance Provisions: Planned Development standards are found in Section 30-387 of the Zoning Ordinance. Property Location and Type: The subject site consists of three vacant riverfront parcels totaling 0.97 acres located on the south side of Marion Road, immediately east of Mercury Marine Plant 33 (505 Marion Rd.). The surrounding area consists of multi-family residential uses to the east and north, Fox River to the south, and Mercury Marine to the west. The 2040 Comprehensive Land Use Plan recommends Center City uses for the subject area. A 2006 purchase agreement between Mercury Marine and the City of Oshkosh Redevelopment Authority for the sale of the subject site (previously owned by Mercury) gave Mercury the right to construct and occupy a parking lot on the subject parcels. Subject Site Existing Land Use Zoning Vacant RMU-PD-RFO Recognized Neighborhood Organizations None Adjacent Land Use and Zoning Existing Uses Zoning North Multi-family residential UMU-PD South Fox River & Riverwalk River & I-PD-RFO East Multi-family residential RMU-PD-RFO West Industrial UI-RFO ITEM IV: GDP SIP South side Marion Rd.. 2 Comprehensive Plan Land Use Recommendation Land Use 2040 Comprehensive Land Use Recommendation Center City ANALYSIS Use The applicant is proposing to construct a 49-stall parking lot on the subject site to be utilized by employees of Mercury Marine Plant 33. Off-site parking lots are a conditional use in the RMU zoning district. According to the applicant, the Mercury Marine site has 58 employees on their largest shift and the existing Mercury Marine site has 32 stalls. Staff is supportive of the proposed use as it will provide needed parking for the Mercury Marine site to the west and is consistent with the previous agreement between Mercury Marine and the Redevelopment Authority. Staff also feels that a parking lot is an appropriate use for the site as an American Transmission Company (ATC) easement runs through the property, limiting the ability for any buildings to be built on the lot. Site Design/Access ITEM IV: GDP SIP South side Marion Rd.. 3 The site will be accessed via an existing single entrance/exit from Marion Road. The total impervious surface ratio for the site will be about 61.8%, which is well under the maximum of 80% for the RMU district. Required Provided Impervious Surface Maximum: 80% of lot 61.8% of lot Minimum Provided Front Setback (Marion Rd.) 10 ft. 18.51 ft. Side Setback (east) 10 ft. 18.62 ft. Side Setback (west) 10 ft. 0 ft. (existing) Rear/Waterfront (south) 45 ft. 30.51 ft. The plan is meeting front and side (east) setbacks. Existing pavement on the Mercury Marine property to the west extends over the west property line onto the subject site. The plan includes a walkway connection to the existing parking area to the west. The applicant is requesting a base standard modification (BSM) for reduced waterfront setback to 30.51’, where code requires a 45’ waterfront setback for parking areas. Staff does not have concerns with the proposed setback reduction as the parking lot setback will generally align with the parking lot pavement of the adjacent Mercury Marine site. The applicant has provided a substantial amount of landscaping on the waterfront side of the pavement to offset this setback reduction. Storm Water Management/Utilities The applicant has been in contact with the Department of Public Works regarding storm water management for the area. The final storm water management plans will be approved during the Site Plan Review process. Landscaping Code requires paved area, street frontage, and bufferyard landscaping. Points Required Points Provided Paved Area 245 (73.5 tall trees, 98 shrubs) 410 (226 tall trees, 184 shrubs) Street Frontage 172 (86 medium trees) 173 (144 medium trees) Bufferyard (west) 0.2 opacity None (Vacated right-of-way) Bufferyard (southeast) 0.4 opacity None (Existing Riverwalk landscaping) Total 417 583 ITEM IV: GDP SIP South side Marion Rd.. 4 Paved Area The paved area requirement of 50 landscaping points per 10 parking stalls or 10,000 sq. ft. of paved area is being exceeded. The plan is also meeting the requirement that 30% of all points will be devoted to tall trees and 40% will be devoted to shrubs. Code also requires a tall deciduous/shade tree at the ends of all parking rows. The applicant is requesting a BSM to allow the two interior parking row islands without trees. The applicant has noted that ATC prohibits planting trees within the easement that runs through the parking lot. The applicant has provided several shrubs within both islands in lieu of the required trees. Staff is supportive of the proposed BSM due to the inability to plant trees within these islands. The applicant has placed medium/tall trees along the perimeter of the parking lot to offset this request. ITEM IV: GDP SIP South side Marion Rd.. 5 Street Frontage Code requires 100 points per 100 feet of street frontage. The landscaping ordinance also specifies that 50% of the required points must be devoted to medium trees. The applicant is meeting both of these point requirements. Street frontage landscaping is required to be placed so that at maturity, the plant’s drip line is located within 10 feet of the public right-of-way. Several of the trees/shrubs that are contributing to the street frontage landscaping are located further than 10’ from the public right-of-way. Staff does not have concerns with a BSM to allow the increased distance from the right-of-way as the ATC easement limits the available area along the street frontage. The proposed landscaping placement will still meet the intent of the ordinance as the plantings will be located between the parking lot and public right-of-way. Bufferyards Code require a 0.2 opacity bufferyard along the west property line as the abutting Mercury Marine site is zoned Urban Industrial (UI). Staff is supportive of a BSM to waive this bufferyard requirement as the parking lot will be utilized by the Mercury Marine site. A 0.4 opacity bufferyard is required along the southeast corner of the site as it is abutting the Riverwalk parcel which is zoned Institutional district with a Planned Development overlay (I- PD). Staff is supportive of a BSM to waive this bufferyard requirement as the abutting parcel is utilized for the Riverwalk rather than development. Also, existing landscaping has been installed along this property to serve as a buffer. Signage No signage is being proposed. Site Lighting The applicant submitted a photometric plan that meets the 0.4 foot-candle minimum requirement for parking areas, and has no more than 0.5 foot-candles of light trespass at the property lines or 1.0 fc at the right-of-way line. Lighting will consist of full cut-off fixtures mounted on 20’ tall light poles, meeting the maximum light fixture height of 20’ for the RMU district. FINDINGS/RECOMMENDATION/CONDITIONS In its review and recommendation to the Common Council on an application for a Specific Implementation Plan, staff recommends the Plan Commission make the following findings based on the criteria established by Chapter 30-387 (C)(6): (a) The proposed Planned Development project is consistent with the overall purpose and intent of this Chapter. (b) The proposed Planned Development project would maintain the desired relationships between land uses, land use densities and intensities, and land use impacts in the environs of the subject site. ITEM IV: GDP SIP South side Marion Rd.. 6 (c) Adequate public infrastructure is or will be available to accommodate the range of uses being proposed for the Planned Development project, including but not limited to public sewer and water and public roads. (d) The proposed Planned Development project will incorporate appropriate and adequate buffers and transitions between areas of different land uses and development densities/intensities. (e) The proposed architecture and character of the proposed Planned Development project is compatible with adjacent/nearby development. (f) The proposed Planned Development project will positively contribute to and not detract from the physical appearance and functional arrangement of development in the area. (g) The proposed Planned Development project will produce significant benefits in terms of environmental design and significant alternative approaches to addressing development performance that relate to and more than compensate for any requested exceptions/base standard modifications variation of any standard or regulation of this Chapter. Staff recommends approval of the General Development Plan and Specific Implementation Plan with the findings listed above and the proposed following conditions: 1. Base Standard Modification to allow reduced waterfront setback to 30.51 ft., where code requires a 45 ft. waterfront setback for parking areas in the RMU district. 2. Base Standard Modification to allow two parking row islands without trees. 3. Base Standard Modification to allow landscaping devoted to street frontage landscaping points with drip line further than 10 ft. from the public right-of-way. 4. Base Standard Modification to allow 0 bufferyard landscaping points along west property line where code requires a 0.2 opacity bufferyard. 5. Base Standard Modification to allow 0 bufferyard landscaping points along the south/east property lines where code requires a 0.4 opacity bufferyard. 6. Final landscaping plan shall be reviewed and approved by the Department of Community Development. The Plan Commission recommended approval of the General Development Plan and Specific Implementation Plan with findings and conditions on April 18, 2023. The following is their discussion on the item. Site Inspections Report: Ms. Propp and Ms. Davey reported visiting the site. Staff report accepted as part of the record. The applicant requests approval for a General Development Plan (GDP) and Specific Implementation Plan (SIP) for an off-site parking lot. Mr. Slusarek presented the items and reviewed the sites and surrounding area as well as the land use and zoning classifications in this area. The applicant is proposing to construct a 49-stall parking lot on the subject site to be utilized by employees of Mercury Marine Plant 33. Off-site ITEM IV: GDP SIP South side Marion Rd.. 7 parking lots are a conditional use in the RMU zoning district. According to the applicant, the Mercury Marine site has 58 employees on their largest shift and the existing Mercury Marine site has 32 stalls. Staff is supportive of the proposed use as it will provide needed parking for the Mercury Marine site to the west and is consistent with the previous agreement between Mercury Marine and the Redevelopment Authority. Staff also feels that a parking lot is an appropriate use for the site as an American Transmission Company (ATC) easement runs through the property, limiting the ability for any buildings to be built on the lot. Staff recommends approval with the findings and conditions as listed in the staff report. Mr. Perry opened up technical questions to staff. Ms. Davey asked for clarification on where the riverwalk is. Mr. Lyons pointed out on the map where the riverwalk transitions to Marion road. Mr. Perry asked for any public comments and asked if the applicant wanted to make any statements. Ben Marshall (Excel Engineering) 100 Camelot Dr, Fond du lac, WI; said that ATC has strict requirements on where landscaping is allowed within the easement. He said he is available for questions. Mr. Perry closed public comments and asked if the applicant wanted to make any closing statements. Ms. Scheuermann asked where the employees are currently parking if there are only 32 spots in the current lot. Mr. Marshall said that in addition to this parking lot they are using, there are cars parking on the grass where the development will be. Dave Hahn, (Mercury Marine) W6250 W Pioneer Rd, Fond du Lac, WI; said that currently there is an overlap of shifts that use the parking lot but it can cause an issue at shift change. Mr. Mitchell asked what the basis was for the number of additional stalls. Mr. Hahn said that the idea was to maximize the space and do this once rather than multiple times. Mr. Mitchell asked if that meant that it wasn’t a reflection of what was needed. Mr. Hahn said that they could actually use more if they could get them but this is maximizing the site. Motion by Propp to adopt the findings and recommendation as stated in the staff report. ITEM IV: GDP SIP South side Marion Rd.. 8 Seconded by Coulibaly. Mr. Perry asked if there was any discussion on the motion. Mr. Mitchell asked what the benefits of having a 45’ setback from the river. Mr. Lyons replied that in a lot of the undeveloped areas it was to make sure there was sufficient room for the riverwalk to go through, but with Mercury Marine facility to the west, this is the last undeveloped lot in this area and there is no need in the immediate future for that riverwalk to continue. Mr. Mitchell said that it was stated that trees couldn’t go in the area where the easement is. He asked if there are any other configurations that would enable trees in that area. Mr. Lyons said that the two requests include not putting the street island trees in the two island sections. Staff would typically want those there, but due to the ATC lines that run underneath, the applicant is prohibited from planting trees. Staff is recognizing that there are additional requirements placed on the property because of the ATC lines, so the plantings are being enhanced in other areas of the site. There is an additional vacated right-of-way that has municipal services underneath that comes with conflicts of planting on top of those. Staff wanted to minimize those conflicts that are within the areas that do not allow plantings and have additional plantings to the south and to the east. Mr. Mitchell said that there was an aquatic biologist that came out to the Miller Bay Park to do a study and one of the conclusions was that one of the most harmful aspects of the park in terms of water quality was the proximity to pavement directly up to the lake that allows for direct runoff. He asked if that was one of the rationales for having a buffer area between the development and water. Mr. Lyons said that its also why in more current codes, the same situation doesn’t exist as often because of the requirement of curbing of that hard surface. Previous code iterations in older areas of the city where you don’t typically see that curbing so water could flow from hard surfaces into the water. The water from this site does have to run back into the site and be treated appropriately before it can be discharged. Ms. Davey asked if this lot is going to be asphalt. Mr. Lyons said that he believes it will be. Ms. Davey asked if there is any way to request non-asphalt for surfaces such as parking lots because now there is knowledge of how the PHs are much more serious in asphalt that previously thought. ITEM IV: GDP SIP South side Marion Rd.. 9 Mr. Lyons said there is no mechanism in a land use control ordinance because land use is going to say that parking is parking which is separate from surfacing requirements. It is something that staff can take a look at in other ways through municipal codes. Mr. Perry said that it is a troubled riverfront parcel. Initially the idea of a parking lot isn’t ideal, but the powerline does create a significant challenge for any other use. Motion carried 7-0. March 20, 2023 GDP-SIP Project Narrative Project: Mercury Marine Plant 33 – Parking Lot West of 505 Marion Road Oshkosh, WI 54901 Mercury Marine is requesting General Development Plan (GDP) and Specific Implementation Plan (SIP) review and approval for a parking lot project adjacent to their existing Plant 33 facility located at 505 Marion Road. The property consists of parcels: 90102260200, 90102270000 and 90102230000 in the City of Oshkosh. The property is owned by the Oshkosh Redevelopment Authority; however, Mercury Marine has retained the right to use this area for parking. The current zoning of the parcels is Riverfront Mixed Use with Planned Development and River Front Overlays (RMU-PD-RFO). The project site is bound by Mercury Marine Plant 33 to the west, multi-family residential apartment developments to the north and east and the Fox River to the south. GDP/SIP Narrative Requirements: • Specific themes and images o The parking lot project will include landscaping that meets City requirements to the maximum extent practicable; it will be designed with required resiliency in mind and complimentary style. Site lighting will be provided in a fashion that provides appropriate foot candles for safety with cut-off fixtures directed inward toward the development for minimal light trespass. • Specific mix of land uses o There will not be a mix of land uses for the project and the site will solely be used as additional parking. • Specific nonresidential intensities o No new buildings are proposed with the project. The proposed overall site will consist of approximately 62% impervious surface and approximately 38% landscape/open space. • Specific treatment of natural features o The existing rock rip rap protection will remain in place along the bank of the Fox River. o Plans will be provided to ATC for review and approval of the proposed development located under the existing overhead lines and adjacent to the support structures on site. An Encroachment Agreement with ATC will be required. • Specific relationship to nearby properties and public streets o Mercury Marine has already been using the site for parking and the access to Marion Rd is already in place. The existing concrete driveway approach will remain in place; the existing gravel driveway will be replaced with an asphalt paved drive to match the proposed asphalt parking lot surface. No new traffic impacts are anticipated. • Statistical data on minimum lot sizes in the development, the precise areas of all development lots and pads; density/intensity of various parts of the development; building coverage, and landscaping surface area ratio of all land uses; proposed staging; and any other plans required by Plan Commission. o The overall redevelopment site totals 42,420 square feet (0.97 acres). The proposed redevelopment will include an addition of 19,655 square feet of impervious coverage yielding a total of 26,201 square feet of impervious area for this site. The existing impervious area was constructed prior to the adoption of Chapter 14 of the City of Oshkosh Municipal Code. • General relationship of the project to the Comprehensive Plan or other areas o The City Comprehensive Plan Update Year 2040 Future Land Use designates this area as “Center City” providing for high intensity office, retail, housing, hospitality, conference, and public land uses. Typical zoning districts include Urban Mixed Use, Central Mixed Use, Riverfront Mixed Use, and Industrial. The proposed parking lot use is in line with the Comprehensive Plan. • Phasing Schedule o No project phasing is proposed. The current project schedule calls for construction to commence in the beginning of May 2023 with completion by August 2023. • Agreements, bylaws, covenants, and other documents relative to the operational regulations of the development and particularly providing for the permanent preservation and maintenance of common open areas and amenities. o Pursuant to a purchase agreement dated March 30, 2006 between Mercury Marine and the City of Oshkosh Redevelopment Authority for the sale of property to the east the was previously owned by Mercury, Mercury has the right to construct and occupy a parking lot on the parcels that are the subject of this application. • A statement of rationale as to why PD zoning is proposed. This statement shall list the standard zoning requirements that, in the applicant’s opinion, would inhibit the development project and the opportunities for community betterment that are available through the proposed PD project. o The proposed redevelopment site is currently zoned with a Planned Development overlay and rezoning is neither requested nor is it required. • Proposed exceptions from the requirements of the Zoning Ordinance o Section 30-55 (L) – Density, Intensity, and Bulk Regulations for the RMU District ▪ Requires a minimum vehicle parking setback of 45 feet from the Ordinary High Water Mark (OHWM). • The proposed parking lot will be located 31.51 feet from the OHWM as measured from the back of curb to the OHWM. The Code requires 245 landscape points for parking lot landscaping; 410 parking lot landscape points are proposed to offset the reduction in setback. o Section 30-253 (B) (4) (e) – Paved Area Landscaping ▪ Requires one (1) shade tree or tall deciduous tree shall be provided for every parking lot landscape island. • Overhead electrical transmission lines are located above the parking lot landscape islands and clearance requirements prohibit the installation of tall trees/shade trees. The landscape islands will contain shrubs and ornamental grasses/perennials in lieu of trees. o Section 30-253 (E) – Bufferyards ▪ Requires a bufferyard along the west property line with an opacity value of 0.2 due to the adjacent UI zoning of the Mercury Plant 33 property. • The current Mercury parking lot encroaches over the property line. In addition, the proposed parking lot is for the benefit of Mercury. In lieu of the bufferyard, a continuous landscape strip with a minimum width of seven feet (7’) is proposed. This landscape strip will provide 109 landscape points derived from tall evergreen shrubs and medium deciduous shrubs. S T A K E O U T I N F O R M A T I O N : V E R I F Y S T A T I O N F O R I N L E T LO C A T I O N . R E F E R T O S T A K E O U T P O L I C Y F O R S T A K E O U T L O C A T I O N A N D O F F S E T S . ST A K E O U T I N F O R M A T I O N : VE R I F Y S T A T I O N F O R I N L E T LO C A T I O N . R E F E R T O S T A K E O U T P O L I C Y FO R S T A K E O U T L O C A T I O N A N D O F F S E T S . © 20 2 2 EX C E L E N G I N E E R I N G , I N C . SH E E T N U M B E R PR O J E C T I N F O R M A T I O N PR O F E S S I O N A L S E A L JO B N U M B E R 22 5 9 7 2 0 PROPOSED PARKING LOT FOR: MERCURY - PLANT 33 MARION ROAD ● OSHKOSH, WI NOT FOR CONSTRUCTION PR E L I M I N A R Y D A T E S C1 . 1 CI V I L S I T E P L A N OC T . 5 , 2 0 2 2 OC T . 2 1 , 2 0 2 2 NO V . 1 , 2 0 2 2 FE B . 2 7 , 2 0 2 3 MA R . 3 , 2 0 2 3 MA R . 8 , 2 0 2 3 MA R . 2 0 , 2 0 2 3 GDP/SIP E OF 505 MARION RD PC: 4/18/2023 RIVER FRONT SENIOR APARTMENTS LLC 230 OHIO ST STE 200 OSHKOSH, WI 54902 ANNEX 71 LLC 409 MASSACHUSETTS AVE 300 INDIANAPOLIS, IN 46204 D & F INVESTMENTS LLP 1660 OSHKOSH AVE STE 100 OSHKOSH, WI 54902 MERCURY MARINE PO BOX 1939 FOND DU LAC, WI 54936 MARIONRD C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/29/2023 1 in = 120 ft 1 in = 0.02 mi¯E OF MARION RD City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer W 6TH AV PEARL AV W 7TH AV DAWES ST IDA AV DIVISION ST CAMPUS PL IOWA ST MINNESOTA ST CHURCHAV PEARLAV FREDERICK ST DAWES ST W 5TH AV OSCEOLA ST RIVERWAY DR CHURCH AV W 4T H AV W 7TH AV S C A M P B ELL RD UNION AV W 7TH AV W 6TH AV W 5TH AV PEARLAV W 5TH AV W 6TH AV W 3RD AV W 4TH AV MARION RD MARION RD MICH IGAN ST FRANKL IN ST ALGOMA BLVD HIGH AV OR E G O N S T JACKSON ST WISC O NSIN ST WITZELAV OHIO ST OHIO ST CMU CMU CMU-RFO I I I I I I-PD I-PD I-PD I-PD I-PD-UTO I-UTO MR-12 MR-36 MR-36-UTO RMU RMU RMU RMU-PD RMU-PD RMU-PD RMU-PD-RFO RMU-PD-RFO SR-9 TR-10 TR-10-PD TR-10-PD UI-RFO UMUUMU UMU UMU UMU UMU UMU-PD UMU-PD-UTO UMU-UTO UMU-UTO C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/29/2023 1 in = 500 ft 1 in = 0.09 mi¯E OF MARION RD City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer MARIONRD C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/29/2023 1 in = 100 ft 1 in = 0.02 mi¯E OF MARION RD City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer APRIL 25, 2023 23-182 RESOLUTION (APPROVED 6 – 0 LOST_______LAID OVER_______WITHDRAWN_______) PURPOSE: APPROVE LAND ACQUISITION OF 19 EAST IRVING AVENUE FROM ELEVAN LEASING LLC ($277,400.00) INITIATED BY: CITY OF OSHKOSH PLAN COMMISSION RECOMMENDATION: Approved Land Acquisition WHEREAS, Elevan Leasing LLC is willing to sell the property located at 19 East Irving Avenue to the City of Oshkosh in the amount of $277,400.00. NOW, THEREFORE BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed to purchase said property in the amount of $274,000.00 and execute any and all documents necessary to consummate this transaction. Money for this purposed is hereby appropriated from the following account: 0323-0130-7214-63111 Capital Improvement Project – PD 3rd Ave Storage Room Facility Improvement 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: Mark Lyons, Planning Services Manager DATE: April 20, 2023 RE: Approve Land Acquisition of 19 East Irving Avenue from Elevan Leasing LLC ($277,400.00) BACKGROUND The City of Oshkosh is requesting approval to acquire the property located at 19 East Irving Avenue for the indoor storage needs of several City of Oshkosh departments. The subject area included in the request consists of a single lot with a total of appro ximately 0.34 acres. The property is a corner lot with frontage on East Irving Avenue and Jefferson Street and contains one building that is 7,005 square feet in size. The surrounding area consists primarily of residential uses to the east and northeast, along with commercial uses to the north and west. Properties directly to the south are vacant and owned by the City of Oshkosh Redevelopment Authority. The 2040 Comprehensive Plan recommends Center City land use for the subject properties. ANALYSIS Currently the city uses the former Oshkosh Armory at 221 North Sawyer as a storage facility for the Police Department, City Clerk, Public Museum, Electric Division, and Facilities Maintenance. The Armory site is scheduled to be renovated into the Fire Department’s training facility in 2024, and as a result, the city needs to secure alternative storage sites for these divisions/departments. While alternative sites have been identified for the special needs of the Police Department and Electric Division’s items, the city still needed to find a storage site that could house the City Clerk, Public Museum, and Facilities Maintenance items. Staff feel this building is a suitable location for future storage needs as it can be easily divided into three specific areas for each department, is a climate-controlled environment, has available public parking if needed, is close to City Hall, and comes with a competitive purchase price that ensures the city is being a good steward of taxpayer dollars while also meeting stra tegic goals to improve and maintain infrastructure. FISCAL IMPACT The total cost of the acquisition is $277,400.00. Funding is available for this purpose in Account No. 0323-0130-7214-63111 Capital Improvement Project – PD 3rd Ave Storage Room Facility Improvement. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us RECOMMENDATION The Plan Commission recommended approval of the land acquisition on April 18, 2023. Please see the attached staff report and meeting minutes for more information. Respectfully Submitted, Approved: Mark Lyons Mark A. Rohloff Planning Services Manager City Manager ITEM: APPROVE LAND ACQUISITION OF 19 EAST IRVING AVENUE PLAN COMMISSION MEETING DATE: APRIL 18, 2023 GENERAL INFORMATION Applicant: City of Oshkosh Property Owners: Elevan Leasing LLC Action(s) Requested: The City of Oshkosh is requesting approval to acquire the property located at 19 East Irving Avenue for multiple City of Oshkosh department’s indoor storage needs. Applicable Ordinance Provisions: N/A Property Location and Background Information: The subject area included in the request consists of a single lot with a total of approximately 0.34 acres. The property is a corner lot with frontage on East Irving Avenue and Jefferson Street and contains one building that is 7,005 square feet in size. The surrounding area consists primarily of residential uses to the east and northeast, along with commercial uses to the north and west. Properties directly to the south are vacant and owned by the City of Oshkosh Redevelopment Authority. The 2040 Comprehensive Plan recommends Center City land use for the subject properties. Item II – Property Acquisition – 19 E Irving Avenue 2 Subject Site Existing Land Use Zoning Commercial UMU Adjacent Land Use and Zoning Existing Uses Zoning North Commercial UMU South Vacant TR-10-PD East Residential TR-10-PD West Commercial UMU Recognized Neighborhood Organizations Downtown Comprehensive Plan Comprehensive Plan Land Use Recommendation Land Use 2040 Land Use Recommendation Center City View from the east Item II – Property Acquisition – 19 E Irving Avenue 3 ANALYSIS The City of Oshkosh is proposing to acquire 19 E Irving Avenue for an indoor storage land use. No outdoor storage allowed as part of the project. Currently, the city uses the former Oshkosh Armory at 221 North Sawyer as a storage facility for the Police Department, City Clerk, Public Museum, Electric Division, and Facilities Maintenance. The Armory site is scheduled to be renovated into the Fire Department’s training facility in 2024, and as a result, the city needs to secure alternative storage sites for these divisions/departments. While alternative sites have been identified for the special needs of the Police Department and Electric Division’s items, the city still needed to find a storage site that could house the City Clerk, Public Museum, and Facilities Maintenance items. Staff feel this building is a suitable location for future storage needs as it can be easily divided into three specific areas for each department, is a climate-controlled environment, has available public parking if needed, is close to City Hall, and comes with a competitive purchase price that ensures the city is being a good steward of taxpayer dollars while also meeting strategic goals to improve and maintain infrastructure. RECOMMENDATION/CONDITIONS Staff recommends approval of the proposed property acquisition of 19 E Irving Avenue as requested. The Plan Commission recommended approval of the acquisition on April 18, 2023. The following is their discussion on the item. Site Inspections Report: Ms. Davey, Mr. Mitchell, Ms. Propp and Ms. Scheuermann reported visiting the site. Staff report accepted as part of the record. Mr. Nielsen presented the items and reviewed the sites and surrounding area as well as the land use and zoning classifications in this area. The subject area included in the request consists of a single lot with a total of approximately 0.34 acres. The property is a corner lot with frontage on E Irving Avenue and Jefferson Street and contains one building that is 7,005 square feet in size. The surrounding area consists primarily of residential uses to the east and northeast, along with commercial uses to the north and west. Properties directly to the south are vacant and owned by the City of Oshkosh Redevelopment Authority. The 2040 Comprehensive Plan recommends Center City land use for the subject properties. Staff recommends approval with the findings and conditions as listed in the staff report. Mr. Perry opened up technical questions to staff. Mr. Mitchell asked if this was a part of any long-term facilities plan or any sort of planning that went into selecting this site that’s near downtown. Mr. Lyons said that Mr. Urben will be able to address the site search that relates to this. Item II – Property Acquisition – 19 E Irving Avenue 4 Mr. Mitchell asked if the plan was to leave the site as-is without any improvements to the site. Mr. Lyons said that right now it is an office and storage building and they intend to use it in a similar fashion. Mr. Perry asked for any public comments and asked if the applicant wanted to make any statements. Mr. Urben said that there was a facilities condition assessment report was done for the City of Oshkosh two years ago. Part of the plan is converting the former Sawyer street storage into the fire training facility next year, so staff is preparing for that. Right now, there are several divisions in the Sawyer facility staff has to find other storage for. There is a need for about 6000 sq. feet which includes Clerks, Facilities, and Museum. The site has to be climate controlled, a warehouse space, and something that public could access when needed for training. This building exceeds a lot of the needs. The lot will remain as is and will be a good fit for what is needed. There will not be a lot of renovations inside required to make it usable. Museum will have to add shelving and extra security will be added. Mr. Perry closed public comments and asked if the applicant wanted to make any closing statements. There were no closing statements from the applicant. Motion by Propp to adopt the findings and recommendation as stated in the staff report. Seconded by Kiefer. Mr. Perry asked if there was any discussion on the motion. Mr. Mitchell asked why storage is a valuable use in what could be a prime location near Main street. Mr. Lyons said there are a number of reasons why the City of Oshkosh feel that this is a sufficient facility for their needs. It was for sale for a significant amount of time with no other offers and was not sold. Proximity to City Hall is important, especially with training Clerks has to do. Having a facility that is an appropriate price so the City is not incurring a ton of additional costs to renovate a building or to build a new building to meet their needs. The building is largely set up and ready to go, and is in close proximity so staff doesn’t have to have a lot of travel time to use the facility. Mr. Mitchell said to the east there is a residential neighborhood. If the city intends to acquire this and leave it as is, it would be extremely disappointing because it is not an attractive site right now. It detracts from the neighborhood and fails to achieve what is potential for the Item II – Property Acquisition – 19 E Irving Avenue 5 neighborhood. He asked what his ability is to add a condition or something similar to make it look better. Mr. Lyons said that this is a land acquisition. This is a request to consider the City purchasing the building. It’s not a zone change, it’s not a planned development or something of that nature where Plan Commission could make those types of requests. Another private entity could buy this tomorrow and use it for exactly the same use as the city without needing any approvals. Mr. Mitchell asked if someone else could purchase the building and use it for storage. Mr. Lyons said that because it is already a storage facility, the use could be maintained. If they wanted to add on or renovate into something different, land use rules would come into place. The reason this is not a land use item, is because it’s not a change of use. The building will be used the same tomorrow as it is today. Mr. Mitchell asked for clarification on the storage aspect of the current use. Mr. Lyons said that a large section of the building is storage for what was previously Electronic Industries and they also had a small office component of it. Mr. Mitchell asked if zoning as it currently sits has something related to land use. Mr. Lyons replied that it is a non-conforming use and the zoning code says that someone couldn’t build that building there today. It is an existing non-conforming land use and it’s not a change of land use. Motion carried 6-1 (Nay Mitchell) Application for City of Oshkosh to Purchase 19 E. Irving Avenue, Oshkosh, WI 54901 For the meeting memos, we’ll need the following information: -History of the project (site search for a storage building) The City uses the former Oshkosh armory at 221 N. Sawyer as a storage facility for the Police Department, City Clerk’s, Public Museum, Electric Division and Facilities Maintenance. In 2024 the armory site is scheduled to be renovated into the Fire Department’s Training Facility. As such the City needed to secure alternative storage sites for these divisions/departments. While alternative sites have been identified for the special needs of the Police Department and Electric Division items, the City still needed to find a storage site that could house the City Clerk’s, Museum and Facilities Maintenance items. Working with City staff, the following requirements were identified for this storage site: A ground level, one-story secure building with a minimum 6,000 sq. ft. that could be divided into three separate areas; Climate controlled environment; Overhead garage door for loading/unloading of items/equipment; Closer distance to City Hall; A portion of the building must to be accessible to the public; Public parking; A competitive purchase price that ensures the City is being good stewards of taxpayer dollars while helping to meet strategic goals to Improve and Maintain our Infrastructure (Improve our City Facilities/Equipment) and Enhance the Effectiveness of our City Government (Maximize our Financial Position). -What account is the money coming from: Acct #0323-0130, proj # 63111 -Why was this property chosen over others? In consideration of the criteria requirements above, staff reviewed multiple commercial properties within the City. From this review it was determined that 19 E. Irving Avenue met or exceeded all of the minimum criteria for these storage needs. The building provides approximately 7,000 sq. ft. for storage needs. The building can be easily divided into three specific areas for the City Clerk’s, Museum and Facilities Maintenance storage needs. The north end of the building (former retail area) has its own entrance and can be easily converted to accommodate the City Clerk’s storage needs with a large open area and public access. The middle of the building (former warehouse) has an overhead door and can be easily fitted with new shelving to accommodate the Museum’s storage needs. The south end of the building (former offices) has its own entrance and provides ample space to address Facilities Maintenance’s storage needs. The building is closer to both City Hall and the Museum which will reduce staff time and travel distance for loading/unloading needs. Additionally, the purchase price was very competitive and allows the City to be good stewards of tax dollars while ensuring our facilities/equipment are stored properly and easily accessible when needed. -Will you be making any improvements to the interior or exterior of the building, or the site? The City will be replacing the 4 exterior glass door entrances with steel doors. Some of the current exterior wood siding on the north end needs to be repaired/painted. Within the building the City will be installing a new security/fire monitoring system, and doing some minor renovations including a new interior hallway by the overhead door, some electrical updates, painting and restroom improvements in the Clerk’s area and new shelving units in the Museum area. While no other exterior improvements are identified the City will consider site updates to ensure the building maintains a positive appearance within the neighborhood. -Will there be a lot of traffic to the building? No- The building will only be used for the loading/unloading of equipment or items and/or for public access of City Clerk election testing. At best these may be quarterly visits to the building. Beyond these visits no staff will be working at this building. -Any information that you think we should know. JE FF E RSON ST JE FF E RS ON S T E IRVING AV C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/16/2023 1 in = 40 ft 1 in = 0.01 mi¯19 E IRVING AVE City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer LAND ACQUISITION 19 E IRVING AVE PC: 4/18/2023 ALEE CHASE INVESTMENTS LLC 515 N MAIN ST #A OSHKOSH, WI 54901 688 NORTH MAIN LLC 688 N MAIN ST OSHKOSH, WI 54901 ALL STAR INSURANCE SERVICE LLC 5899 HELM RD WINNECONNE, WI 54986 ELEVAN LEASING LLC 1920 WALNUT ST OSHKOSH, WI 54901 KZ HOLDINGS LLC 2080 W 9TH AVE #198 OSHKOSH, WI 54904 ROBERT/KRISTALEE WILCOX 1729 BERNHEIM ST OSHKOSH, WI 54904 NORSKE HOLDINGS LLC 5550 W FISK AVE OSHKOSH, WI 54904 NIKUNJ/KIRTIDA RINGWALA 3100 OLD ORCHARD LN OSHKOSH, WI 54902 KRIS LARSON 502 N MAIN ST OSHKOSH, WI 54901 RYAN AULER 19 E IRVING AVE OSHKOSH, WI 54901 MT VER NON ST JE FF E RS ON ST OX FORD AV DA L E AV FU LTO N AV JE FF E RS ON S T W IRVING AV N M AIN ST E IRV ING AV C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/16/2023 1 in = 120 ft 1 in = 0.02 mi¯19 E IRVING AVE City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer E PAR KWAY AV SCOTT AV MERRITT AV STERLING AV E MELVIN AV W PAR KWAY AV E LINCOLN AV PR OSPECT AV GRAND ST NORTHWESTERN AV PROSPECT AV SCOTT AV VILAS AV HUDSON AV MT VERNON ST PEARL AV POWER S ST BROAD ST ROCK PL MARSTON PL FULTON AV E MELVIN AV W LINCOLN AV IDA AV FULTON AV STERLING AV DIVISION ST GRAND ST CHURCH AV CENTRAL ST FREDERICK ST MT VERNON ST JEFFERSON ST DIVISION ST CENTRAL ST FREDERICK ST W MELVIN AV AMHERST AV UNION AV JEFFERSON ST BROAD ST MONROE ST BROADST PYLE AV MONROE ST MT V E R N O N S T EASTMAN ST CHURCH AV CE N T R A L S T FRANKLIN ST FR E D E R I C K S T WRIGHT ST PL EASANT ST MA DIS ON S T WRIGHT ST OXFORD AV DALE AV FRANKLIN ST CENTRAL ST ALGOMA BLVD N MAIN ST E IRVING AVW IRVING AV JACKSON ST HIGH AV CMU CMU CMU CMU-PD CMU-PD I I I I I-PD I-PD I-PD I-PD I-PD I-PD I-PD I-UTO SR-5 SR-5 SR-9 TR-10 TR-10 TR-10 TR-10-PDTR-10-PD UMU UMU UMU UMU UMU UMU-PD UMU-PD UMU-PD UMU-UTO C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/16/2023 1 in = 500 ft 1 in = 0.09 mi¯19 E IRVING AVE City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer DA L EAV MT VER NON ST JE FF E RS ON ST JE FF E RS ON S T E IRVING AV N M AIN ST W IRVING AV C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/16/2023 1 in = 100 ft 1 in = 0.02 mi¯19 E IRVING AVE City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer APRIL 25, 2023 23-183 RESOLUTION CARRIED 6 – 0 LOST_______LAID OVER_______WITHDRAWN_______) PURPOSE: APPROVE SPECIFIC IMPLEMENTATION PLAN AMENDMENT FOR PATIO MODIFICATIONS AT 425 NEBRASKA STREET INITIATED BY: ANDREW H. IVERSON, GANTHER CONSTRUCTION PLAN COMMISSION RECOMMENDATION: Approved w/ findings and conditions WHEREAS, the applicant would like to amend the previously approved Specific Implementation Plan for a yacht club with bar, restaurant, and locker room facility (Dockside Tavern) at 425 Nebraska Street; and WHEREAS, the Plan Commission finds that an amendment to the previously approved Specific Implementation Plan to allow for patio modifications at 425 Nebraska Street, is consistent with the criteria established in Section 30-387 of the Oshkosh Zoning Ordinance. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the amendment to the Specific Implementation Plan to allow for patio modifications at 425 Nebraska Street, is hereby approved, per the attached, with the following findings: 1. The proposed Planned Development project is not consistent with the overall purpose and intent of this Chapter. 2. The proposed Planned Development project would not maintain the desired relationships between land uses, land use densities and intensities, and land use impacts on the environs of the subject site. 3. The proposed Planned Development project will not positively contribute to and will detract from the physical appearance and functional arrangement of development in the area. BE IT FURTHER RESOLVED by the Common Council of the City of Oshkosh that the following is a condition of approval for the amendment to the Specific Implementation Plan to allow for patio modifications at 425 Nebraska Street: APRIL 25, 2023 23-183 RESOLUTION CONT’D 1. Except as specifically modified by this Specific Implementation Plan Amendment, the terms and conditions of the original Specific Implementation Plan dated June 24, 2008 (Resolution 08-214A) remains in full force and effect. 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: Mark Lyons, Planning Services Manager DATE: April 20, 2023 RE: Approve Specific Implementation Plan Amendment for Patio Modifications at 425 Nebraska Street BACKGROUND The petitioner requests approval of a Specific Implementation Plan (SIP) amendment for patio modifications at 425 Nebraska Street. The subject site is a 77,626 square foot (1.77 acre) riverfront property located at the northwest corner of Nebraska Street and West 5th Avenue. The property is zoned Riverfront Mixed Use District with a Planned Development Overlay (RMU-PD) and includes Dockside Tavern. The surrounding area consists of commercial uses to the east and south, vacant land to the west, and the Fox River to the north. The 2040 Comprehensive Plan recommends Center City use for the subject property. On June 24, 2008, Common Council approved a Conditional Use Permit/Planned Development (Resolution 08-214A) which included the conversion of the former T & J office/factory building into a yacht club with bar, restaurant, and locker room facility (currently Dockside Tavern). An outdoor patio/seating area was subsequently established. ANALYSIS The applicant is proposing to remove the existing bar and canopy and replace with a new 532 sq. ft. bar with canopy. An 83 sq. ft. walk-in cooler will also be installed adjacent to the bar. No changes to the existing use of the bar or the existing site design are being proposed. Design Alteration Review is required for changes in exterior appearance for nonresidential and multi-family properties located with the Riverfront Overlay district (RFO). This review is required for construction of the proposed bar/canopy and walk-in cooler. According to the applicant, the new bar will be constructed of formed concrete and a semi-permanent stretched fabric tent canopy. The walk-in cooler installed adjacent to the bar will be screened with colored split-face masonry. Staff does not have concerns with the proposed bar/canopy and walk-in cooler design as it will maintain an attractive appearance from the riverfront. Staff is recommending that the mechanical equipment on top of the walk-in cooler be screened from the waterfront per Section 30-243(E) of the zoning ordinance. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us FISCAL IMPACT Approval of this may result in a minor increase in the assessed property value for the site. The applicant is anticipating spending approximately $95,000 on the proposed project RECOMMENDATION The Plan Commission recommended approval of the amendment to the Specific Implementation Plan with findings and a condition on April 18, 2023. Please see the attached staff report and meeting minutes for more information. Respectfully Submitted, Approved: Mark Lyons Mark A. Rohloff Planning Services Manager City Manager ITEM: SPECIFIC IMPLEMENTATION PLAN AMENDMENT FOR PATIO MODIFICATIONS AT 425 NEBRASKA STREET PLAN COMMISSION MEETING DATE: APRIL 18, 2023 GENERAL INFORMATION Applicant: Andrew H. Iverson (Ganther Construction) Owner: Boatyard LLC dba Dockside Tavern Action(s) Requested: The petitioner requests approval of a Specific Implementation Plan (SIP) amendment for patio modifications at 425 Nebraska Street. Applicable Ordinance Provisions: Planned Development standards are found in Section 30-387 of the Zoning Ordinance. Background Information Property Location and Type: The subject site is a 77,626 square foot (1.77 acre) riverfront property located at the northwest corner of Nebraska Street and West 5th Avenue. The property is zoned Riverfront Mixed Use District with a Planned Development Overlay (RMU-PD) and includes Dockside Tavern. The surrounding area consists of commercial uses to the east and south, vacant land to the west, and the Fox River to the north. The 2040 Comprehensive Plan recommends Center City use for the subject property. On June 24, 2008, Common Council approved a Conditional Use Permit/Planned Development (Resolution 08-214A) which included the conversion of the former T & J office/factory building into a yacht club with bar, restaurant, and locker room facility (currently Dockside Tavern). An outdoor patio/seating area was subsequently established. The applicant is requesting an amendment to the existing SIP to allow for patio modifications. Subject Site Existing Land Use Zoning Commercial RMU-PD-RFO Adjacent Land Use and Zoning Existing Uses Zoning North Fox River South Commercial RMU-PD-RFO East Commercial RMU-PD-RFO West Vacant RMU-PD-RFO Comprehensive Plan Land Use Recommendation Land Use 2040 Land Use Recommendation Center City ITEM III - SIP Amendment – 800 Elmwood Ave 2 ANALYSIS Use The applicant is proposing to remove the existing bar and canopy and replace with a new 532 sq. ft. bar with canopy. An 83 sq. ft. walk-in cooler will also be installed adjacent to the bar. No changes to the existing use of the bar are being proposed. Site Design The proposed patio modifications will be within the footprint of the existing patio area. No other changes are being proposed for the site. Proposed Site Plan ITEM III - SIP Amendment – 800 Elmwood Ave 3 Lighting This request does not include changes to the lighting for the site. Signage This request does not include changes to signage for the site. Landscaping No changes are being proposed to the existing landscaping for the site. No additional landscaping is required. Storm Water Management The Department of Public Works has noted that final plans shall comply with Chapter 14 storm water management requirements. This will be reviewed as part of the Site Plan Review process. Design Standards Design Alteration Review is required for changes in exterior appearance for nonresidential and multi-family properties located with the Riverfront Overlay district (RFO). This review is required for construction of the proposed bar/canopy and walk-in cooler. According to the applicant, the new bar will be constructed of formed concrete and a semi- permanent stretched fabric tent canopy. The walk-in cooler installed adjacent to the bar will be screened with colored split-face masonry. Staff does not have concerns with the proposed bar/canopy and walk-in cooler design as it will maintain an attractive appearance from the riverfront. Staff is recommending that the mechanical equipment on top of the walk-in cooler be screened from the waterfront per Section 30-243(E) of the zoning ordinance. ITEM III - SIP Amendment – 800 Elmwood Ave 4 ITEM III - SIP Amendment – 800 Elmwood Ave 5 FINDINGS/RECOMMENDATION/CONDITIONS In its review and recommendation to the Common Council on an application for a Planned Development district, staff recommends the Plan Commission make the following findings based on the criteria established by Chapter 30-387 (C)(6): (a) The proposed Planned Development project is consistent with the overall purpose and intent of this Chapter. ITEM III - SIP Amendment – 800 Elmwood Ave 6 (b) The proposed architecture and character of the proposed Planned Development project is compatible with adjacent/nearby development. (c) The proposed Planned Development project will positively contribute to and not detract from the physical appearance and functional arrangement of development in the area. Staff recommends approval of the Specific Implementation Plan amendment as proposed with the findings listed above and the following conditions: 1. Except as specifically modified by this Specific Implementation Plan Amendment, the terms and conditions of the original Specific Implementation Plan dated June 24, 2008 (Resolution 08-214A) remains in full force and effect. The Plan Commission recommended approval of the amendment to the Specific Implementation Plan with findings and a condition on April 18, 2023. The following is their discussion on the item. Site Inspections Report: Ms. Propp, Mr. Kiefer, Mr. Mitchell and Ms. Scheuermann reported visiting the site. Staff report accepted as part of the record. The petitioner requests approval of a Specific Implementation Plan (SIP) amendment for patio modifications at 425 Nebraska Street. Mr. Slusarek presented the items and reviewed the sites and surrounding area as well as the land use and zoning classifications in this area. The applicant is proposing to remove the existing bar and canopy and replace with a new 532 sq. ft. bar with canopy. An 83 sq. ft. walk- in cooler will also be installed adjacent to the bar. No changes to the existing use of the bar are being proposed. The proposed patio modifications will be within the footprint of the existing patio area. No other changes are being proposed for the site. Staff recommends approval with the findings and conditions as listed in the staff report. Mr. Perry opened up technical questions to staff. Ms. Scheuermann asked if the new bar was coming out farther than the original. Mr. Lyons said that the new bar sits wholly within the current patio area. There are some design standards within this zoning district that is triggering this to come to Plan Commission. Mr. Perry asked for any public comments and asked if the applicant wanted to make any statements. ITEM III - SIP Amendment – 800 Elmwood Ave 7 Andrew Iverson, 1080A Cross Creek Dr, Kohler, WI; said that they worked close with the staff to develop a plan that stays within the parameter of the existing patio and to enhance what is currently there. Mr. Perry closed public comments and asked if the applicant wanted to make any closing statements. There were no closing statements from the applicant. Motion by Kiefer to adopt the findings and recommendation as stated in the staff report. Seconded by Scheuermann. Mr. Perry asked if there was any discussion on the motion. Motion carried 7-0. EX I S T I N G PA T I O EX I S T I N G BU I L D I N G EX I S T I N G BU I D I N G TO R E M A I N EX I S T I N G BU I D I N G TO R E M A I N FO X RI V E R PR O P E R T Y L I N E PR O P E R T Y L I N E PR O P E R T Y L I N E PR OPERTY LINE W. 6TH AVE. 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P A R T Y O R PA R T I E S P O S S E S S I N G T H E S E D R A W I N G S , W H E T H E R I N PA P E R O R E L E C T R O N I C D A T A F O R M A T , A G R E E T O IN D E M N I F Y A N D H O L D G A N T H E R H A R M L E S S F R O M AN Y D A M A G E S , L I A B I L I T Y O R C O S T I N C L U D I N G AT T O R N E Y ' S F E E S A N D C O S T S O F D E F E N S E A R I S I N G FR O M A N Y C H A N G E S O R A L T E R A T I O N S M A D E B Y AN Y O N E O T H E R T H A N G A N T H E R C O N S T R U C T I O N | AR C H I T E C T U R E , I N C . , O R F R O M A N Y R E U S E O F T H E DR A W I N G S O R D A T A W I T H O U T T H E P R I O R W R I T T E N CO N S E N T F R O M G A N T H E R C O N S T R U C T I O N | AR C H I T E C T U R E , I N C . 3/16/2023 12:15:13 PM S:\Projects\22-1026 Dockside Bar\04 Architecture\04-03 Design\Dockside Tavern Patio Bar2022.rvt AS - 1 0 1 DOCKSIDE TAVERN PATIO BAR 03 / 1 6 / 2 0 2 3 22 -10 2 6 425 NEBRASKA STREET, OSHKOSH, WIMB SP E C I F I C I M P L E M E N T A T I O N P L A N A M E N D M E N T AI AR C H I T E C T U R A L S I T E P L A N SC A L E : 1" = 2 0 ' - 0 " AR C H I T E C T U R A L S I T E P L A N # DA T E SIP AMEDMENT 425 NEBRASKA ST PC: 4/18/2023 424 OREGON STREET LLC 1 SEAGATE FL 27 TOLEDO, OH 43604 RIVERFRONT DEVELOPMENT II LLC 55 E JACKSON BLVD 500 CHICAGO, IL 60604 50 WEST 6TH STREET LLC 230 OHIO ST 200 OSHKOSH, WI 54902 DENNIS J/MAUREEN WINKLER 122 W 7TH AVE OSHKOSH, WI 54902 LOTUS PROPERTIES LLC W5031 CHERRYWOOD DR SHERWOOD, WI 54169 ANDREW H IVERSON 4825 COUNTY RD A OSHKOSH, WI 54901 BOATYARD LLC DBA DOCKSIDE TAVERN 501 S MAIN ST OSHKOSH, WI 54902 NEBRASKA ST W 5TH AV W 6TH AV W 7TH AV OREGON ST C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/20/2023 1 in = 120 ft 1 in = 0.02 mi¯425 NEBRASKA ST City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer OTTER AV COMMERC E ST NEBR A SK A S T DIVISION ST PEARL AV COURT ST CITY CENTER WAUGOO AV W 6T H AV W 11TH AV W 10TH AV W 8TH AV W 7T H AV W 12TH AV MT VER NON ST W 5TH AV E 7TH AV IOWA ST MINNESOTA ST DAWES ST PEARL AV MARKETST RIVERWAY DR DIVISION ST E 11TH AV W 12TH AV W 7TH AV W 6TH AV W 8TH AV W 11TH AV W 10TH AV E 9TH AV JEFFERSON ST E 8TH AV E 10TH AV MARION RD NEBRASKA ST MI N N E S O T A S T IOWA ST IOWA ST STATE ST PIONEER DR ALGOMA BLVD JACKSON ST N MAIN ST HIGH AV CEAPE AV WASHINGTON AV W 9T H AV OREGON ST S M A I N S T CMU CMU CMU CMU CMU CMU CMU-PD CMU-PD CMU-PD CMU-PD-RFO CMU-RFO CMU-RFO HI I III I I I I I I I I I I-PD I-PD I-PD I-PD I-PD I-PD I-PD-RFO I-UTO MULTIPLE RMU RMU-PDRMU-PD RMU-PD RMU-PD RMU-PD-RFO RMU-PD-RFO RMU-PD-RFO RMU-PD-RFO RMU-RFO TR-10 TR-10 TR-10 TR-10 TR-10 TR-10TR-10-PD UI-RFO UMU UMU UMU UMU UMU-PD UMU-PD UMU-PD C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/20/2023 1 in = 500 ft 1 in = 0.09 mi¯425 NEBRASKA ST City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer NEBRASKA ST W 5TH AV W 6TH AV C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/20/2023 1 in = 100 ft 1 in = 0.02 mi¯425 NEBRASKA ST City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer APRIL 25, 2023 23-184 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE COOPERATIVE PURCHASE OF TANDEM AXLE PLOW TRUCK FROM QUALITY TRUCK CARE CENTER AND PLOW/WING COMPONENTS FROM MONROE TRUCK EQUIPMENT, INC. FOR STREETS DIVISION ($296,500.00) INITIATED BY: PURCHASING DIVISION WHEREAS, the 2023 Capital Improvements Budget allocated funds for the purchase of a new tandem axle plow truck and plow and wing components for the Streets Division; and WHEREAS, by participating through the State of Wisconsin Sourcewell Cooperative Purchase program, staff was able to obtain a more competitive price for the new tandem axle plow truck and plow and wing components; and WHEREAS, section 12-15 of the City of Oshkosh Municipal Code provides that purchases may be done without the use of formal sealed quotations or bids pursuant to a contract with any other local, state or federal governmental unit or agency; and WHEREAS, National Auto Fleet Group holds the Sourcewell cooperative contract (#060920-NAF) for Western Star truck chassis. Quality Truck Care Center is the local participating Western Star dealer. Monroe Truck Equipment, Inc. holds the Sourcewell cooperative contract for Monroe snow and ice equipment (#062222-AEB-1). NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed pursuant to Section 12-15 of the Oshkosh Municipal Code to purchase the above-mentioned tandem axle plow truck and plow and wing components from: QUALITY TRUCK CARE CENTER 2125 French Road De Pere, WI 54115 Total Bid with trade: $117,700.00 APRIL 25, 2023 23-184 RESOLUTION CONT’D and MONROE TRUCK EQUIPMENT, INC. 1151 W Main Ave De Pere, WI 54115 Total Bid: $178,800.00 BE IT FURTHER RESOLVED that the proper City officials are hereby authorized and directed to enter into an appropriate agreement for the purpose of same. Money for this purpose is hereby appropriated from: Acct. No. 03230430 7210 66022 Motor Vehicles - Tandem Axle Plow Truck City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Jon Urben, General Services Manager DATE: April 18, 2023 RE: Approve Cooperative Purchase of Tandem Axle Plow Truck from Quality Truck Care Center and Plow/Wing Components from Monroe Truck Equipment, Inc. for Streets Division ($296,500.00) BACKGROUND In the 2023 CIP the Common Council allocated $250,000.00 for the purchase of a new tandem axle plow truck and plow and wing components for the Streets Division. The new unit will replace unit 50 that is a 2007 International Truck with stainless steel box, plow, wing and tailgate spreader. The current unit has over 37,000 miles, an undependable engine, a failed differential, an obsolete control system and a worn-out salt conveyor and hopper floor. This unit is used for snow and ice control in the winter, leaf collection in the fall and construction/road maintenance in the summer. The new unit will include the truck, plow, wing, body hoist, hydraulics and pre- wet spreader. This memo is to recommend the purchase of the new unit pursuant to the cooperative purchase exception of our purchasing ordinance. ANALYSIS Purchasing has confirmed that National Auto Fleet Group holds the Sourcewell cooperative contract for Western Star truck chassis class 4-8 with related equipment (contract #060920-NAF). Quality Truck Care Center is the local participating Western Star dealer. Utilizing this contract, the city will save approximately 36% ($78,161) off of the truck list price. Purchasing also confirmed that Monroe holds the Sourcewell cooperative contract for Monroe snow and ice equipment (contract 062222-AEB-1). Monroe Truck Equipment is the local participating Monroe dealer. Utilizing this contract, the city will save approximately 21% ($47,672) off of the list price for all these components. Combined, the city will save approximately $125,833 using these cooperative contracts. FISCAL IMPACT Using the cooperative contracts noted above, the cost of the truck with trade-ins is $117,700.00 and the cost of the plow and wing components is $178,800.00. Combined, the total fiscal impact of this unit is $296,500.00. The 2023 CIP allocated $250,000.00 for this unit and will be charged to A/N#: 03230430 7210 66022 (Motor Vehicles- Tandem Axle Plow Truck). Finance has confirmed this account has sufficient funds to offset the $46,500.00 overage. RECOMMENDATION Section 12-15 of the Municipal Code provides that subject to approval of the City Manager, cooperative purchases pursuant to a contract with any other local, state or federal governmental unit or agency may be made without following a competitive bidding or quotation process. In accordance with Section 12-15 of the Municipal Code and with approval by the City Manager, Purchasing recommends the Common Council approve the truck purchase noted above to Quality Truck Care Center, 2125 French Road, De Pere, WI 54115 for $117,700.00 and the plow and wing components purchase noted above to Monroe Truck and Equipment Inc., 1151 W . Main Avenue, DePere, WI 54115 for $178,800.00. If there are any questions on this purchase, please contact myself or Public Works Director James Rabe. Respectfully Submitted, Approved: Jon G. Urben, General Services Manager Mark A. Rohloff, City Manager APRIL 25, 2023 23-185 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: AMEND 2023 CIP AND APPROVE COOPERATIVE PURCHASE OF TANDEM AXLE PLOW TRUCK FROM QUALITY TRUCK CARE CENTER AND PLOW/WING/UNDERBODY SCRAPER COMPONENTS FROM MONROE TRUCK EQUIPMENT, INC. FOR STREETS DIVISION ($307,775.00) INITIATED BY: DEPARTMENT OF PUBLIC WORKS WHEREAS, the proposed 2023 Capital Improvement Program (CIP) includes an allocation of $260,000.00 for the Streets Division to purchase Tandem Axle Plow Truck and Plow/Wing/Underbody Scraper Components; and WHEREAS, it is necessary to amend the 2023 Capital Improvement Program Budget to add additional funding for this purpose; and WHEREAS, by participating through the State of Wisconsin Sourcewell Cooperative Purchase program, staff was able to obtain a more competitive price for the new tandem axle plow truck and plow, wing and underbody scraper components; and WHEREAS, section 12-15 of the City of Oshkosh Municipal Code provides that purchases may be done without the use of formal sealed quotations or bids pursuant to a contract with any other local, state or federal governmental unit or agency; and WHEREAS, International Truck holds the Sourcewell cooperative contract (#060920-NVS) for Western Star truck chassis. Quality Truck Care Center is the local participating International Truck dealer. Monroe Truck Equipment, Inc. holds the Sourcewell cooperative contract for Plow/Wing/Underbody Scraper Components (#062222-AEB-1). NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the 2023 Capital Improvements Budget, on file in the City Clerk’s Office, is hereby amended as follows: APRIL 25, 2023 23-185 RESOLUTION CONT’D Transfer $125,000.00 from Account No. 03230430 7210 66016 (Motor Vehicles and transferred to Account No. 03230430 7210 66022 (Motor Vehicles- Tandem Axle Plow Truck) BE IT FURTHER RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed pursuant to Section 12-15 of the Oshkosh Municipal Code to purchase the above-mentioned Tandem Axle Plow Truck and Plow/Wing/Underbody Scraper Components: QUALITY TRUCK CARE CENTER 2125 French Road De Pere, WI 54115 Total Bid with trade: $103,350.00 and MONROE TRUCK EQUIPMENT, INC. 1151 W Main Ave De Pere, WI 54115 Total Bid: $204,425.00 BE IT FURTHER RESOLVED that the proper City officials are hereby authorized and directed to enter into an appropriate agreement for the purpose of same. Money for this purpose is hereby appropriated from: Acct. No. 03230430 7210 66022 Motor Vehicles- Tandem Axle Plow Truck City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Jon Urben, General Services Manager DATE: April 18, 2023 RE: Amend 2023 CIP and Approve Cooperative Purchase of Tandem Axle Plow Truck from Quality Truck Care Center and Plow/Wing/Underbody Scraper Components from Monroe Truck Equipment, Inc. for Streets Division ($307,775.00) BACKGROUND In the 2023 CIP the Common Council allocated $260,000.00 for the purchase of a new tandem axle plow truck with plow, wing and underbody scraper components for the Streets Division. The new unit will replace unit 53 that is a 2009 International Truck with pre-wet system, plow, wing and RDS body. The current unit has over 42,000 miles, an undependable engine, an obsolete and unreliable salter control system and a worn-out salt conveyor and hopper floor. This unit is used for snow and ice control in the winter, leaf collection in the fall and construction/road maintenance in the summer. The new unit will include the truck, plow, wing, body hoist, hydraulics, pre-wet spreader and an underbody scraper which will allow the unit to clear the roads of hard packed snow. This memo is to recommend the purchase of the new unit pursuant to the cooperative purchase exception of our purchasing ordinance. ANALYSIS Purchasing has confirmed that International Truck holds the Sourcewell cooperative contract for International truck chassis class 4-8 with related equipment (contract #060920-NVS). Quality Truck Care Center is the local participating International Truck dealer. Utilizing this contract, the city will save approximately 36% ($74,602.80) off of the truck list price. Purchasing also confirmed that Monroe holds the Sourcewell cooperative contract for Monroe snow and ice equipment (contract 062222-AEB-1). Monroe Truck Equipment is the local participating Monroe dealer. Utilizing this contract, the city will save approximately 21% ($54,504.70) off of the list price for all these components. Combined, the city will save approximately $129,107.53 using these cooperative contracts. FISCAL IMPACT Using the cooperative contracts noted above, the cost of the truck with trade-in is $103,350.00 and the cost of the plow, wing and underbody scraper components is $204,425.00. Combined, the total fiscal impact of this unit is $307,775.00. The 2023 CIP allocated $260,000.00 for this unit which will be charged to A/N#: 03230430 7210 66022 (Motor Vehicles- Tandem Axle Plow Truck). To address the overages of this unit and the other tandem axle plow truck cooperative purchase on the April 25, 2023 agenda, staff recommends the 2023 CIP be amended to transfer $125,000.00 from 03230430 7210 66016 (Motor Vehicles- Semi-Tractor) to 03230430 7210 66022. Upon completion of this budget transfer Finance has confirmed there will be sufficient CIP contingency funds to address the remaining estimated $25,000.00 overage from these purchases. RECOMMENDATION Section 12-15 of the Municipal Code provides that subject to approval of the City Manager, cooperative purchases pursuant to a contract with any other local, state or federal governmental unit or agency may be made without following a competitive bidding or quotation process. In accordance with Section 12-15 of the Municipal Code and with approval by the City Manager, Purchasing recommends the Common Council Common Council amend the 2023 CIP Budget as noted above and approve the truck purchase to Quality Truck Care Center, 2125 French Road, De Pere, WI 54115 for $103,350.00 and the plow, wing and underbody scraper components purchase noted above to Monroe Truck and Equipment Inc., 1151 W. Main Avenue, DePere, WI 54115 for $204,425.00. If there are any questions on this purchase, please contact myself or Public Works Director James Rabe. Respectfully Submitted, Approved: Jon G. Urben, General Services Manager Mark A. Rohloff, City Manager APRIL 25, 2023 23-186 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / EXTREME CUSTOMS / TO HOST THEIR SEASON OPENER IN THE EXTREME CUSTOM’S PARKING LOT 2175 S KOELLER ST., APRIL 29, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Extreme Customs (Cherise Pfeifer) to host their Season Opener in the Extreme Custom’s Parking Lot at 2175 S. Koeller St., on Saturday, April 29, 2023, from 12:00 p.m. – 6:00 p.m. (bass judging competition 11:00 a.m. – 1:00 p.m.) in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declaratio ns and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-187 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / NATIONAL ALLIANCE ON MENTAL HEALTH OSHKOSH (NAMI) / UTILIZE CITY STREETS & SIDEWALKS FOR THE OSHKOSH 5K FOR MENTAL HEALTH AND SUICIDE AWARENESS, MAY 6, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to NAMI Oshkosh (Mary Janness) to utilize city streets and sidewalks (W. Smith Avenue, Vinland St., W. Murdock St., Algoma Blvd., W. Linwood Ave., Hamilton St., Ferry Crossing, Sheridan St., Columbia Ave., and Ontario St.) Saturday, May 6, 2023, from 7:00 a.m. to 12:00 p.m., (actual event time is 9:00 a.m. to 11:00 p.m.) for the Oshkosh 5K for Mental Health and Suicide Awareness, in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $504.03 (preliminary estimate includes 3 Supervisor hrs. & 20 CSO hrs.) Equipment / Vehicle $16.50 (preliminary estimate includes use of patrol cars) Supplies / Materials $32.10 (preliminary estimate includes use of parking signs & cones) APRIL 25, 2023 23-187 RESOLUTION CONT’D Public Works Staffing $510.72 (preliminary estimate includes 16 hrs. for delivery and pick up of barricades and signs) Equipment/Vehicle $366.80 (preliminary estimate includes dedicated use of truck and trailers for delivery and pick up of barricades and signs) Supplies/Materials $638 (preliminary estimate includes dedicated use of barricades and signs) APRIL 25, 2023 23-188 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / KELLY’S BAR TO HOLD THEIR BEER GARDENS-GRADUATION IN THE PARKING LOT OF KELLY’S BAR, 219 WISCONSIN ST., MAY 12 & 13, 2023 INITIATED BY: CITY ADMINISTRATION WHEREAS, the City of Oshkosh has received a special event application from (Daniel Schultz) to utilize Kelly’s Bar for their Beer Gardens/Graduation on Friday, May, 12 and Saturday, May 13, 2023; and WHEREAS, Kelly’s Bar, through their special event application and letter have requested that amplified music be extended until 12:00 a.m. on Saturday, May 13 and 12:00 a.m. on Sunday, May 14; and WHEREAS, the City of Oshkosh has adopted a beer garden ordinance which prohibits amplified sound or music after 11:00 p.m. on Saturday nights; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Kelly’s Bar (Daniel Schultz) 219 Wisconsin Street, to hold their Beer Gardens/Graduation on Friday, May 12, from 11:00 a.m. to Sunday, May 14, 2023 (with the actual event times being Friday, May 12 from 11:00 a.m. to Saturday, May 13, 12:00 a.m. and Saturday, May 13 from 11:00 a.m. to Sunday, May 14, 12:00 a.m.), in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. An exception to the provisions of 4-24(D)(2)of the City of Oshkosh Municipal Code is granted to allow amplified music until 12:00 a.m. for both event nights. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request APRIL 25, 2023 23-188 RESOLUTION CONT’D shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-189 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / FOX VALLEY TECHNICAL COLLEGE / HOST THEIR SPRING COMMENCEMENT AT THE UW OSHKOSH KOLF SPORTS CENTER, MAY 14, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Fox Valley Technical College (Shannon Gerke Corrigan) to host their Spring Commencement at the UW Oshkosh Kolf Sports Center on Sunday, May 14, 2023 from 11:30 a.m. – 3:00 p.m., in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Fire Staffing $808.65 (preliminary estimate includes 2 dedicated paramedics for 5 hrs.) Equipment / Vehicle $205.90 (preliminary estimate includes 5 hrs. of dedicated use of an ambulance) APRIL 25, 2023 23-190 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / ARDY & ED’S DRIVE IN / UTILIZE DOTY STREET FOR THE ARDY & ED’S CRUISE NIGHTS , MAY 25, JUNE 22, JULY 20, & AUGUST 24, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Ardy & Ed’s Drive In (Michael England) to utilize Doty Street (south of 24th Avenue and north of 24th Avenue to 23rd Avenue) Thursdays, May 25, June 22, July 20 & August 24, 2023 from 4:00 p.m. to 9:00 p.m. for the Ardy and Ed’s Cruise Nights in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. Oshkosh Police Department recommends street closure (Doty Street south of 24th Avenue and north of 24th Avenue to 23rd Avenue). B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Department Staffing $131.76 (preliminary estimate includes 8 dedicated CSO hrs./night) Supplies/Materials $44 (preliminary estimate includes dedicated use of No Parking Signs) APRIL 25, 2023 23-190 RESOLUTION CONT’D Street Department Staffing $62.68 (preliminary estimate includes 1 hr. personnel) Equipment / Vehicle Use $255.36 (preliminary estimate includes use of truck & trailer for 1 hr. for delivery/pickup of barricades & signs) Supplies / Materials $102 (preliminary estimate includes use of barricades & signs) APRIL 25, 2023 23-191 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / OSHKOSH INTO THE NIGHT / TO UTILIZE OPERA HOUSE SQUARE AND MARKET STREET FOR THE OSHKOSH INTO THE NIGHT EVENT, MAY 25, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Oshkosh Into the Night (Chanda Anderson) to utilize Opera House Square and Market Street on Thursday, May 25, 2023 and from 5 p.m. to 9:00 p.m. for the Into the Night event in accordance with the municipal code and the attached application, with the following exceptions/conditions A. An exception to the provisions of 6-6 of the City of Oshkosh Municipal Code to allow domesticated animals for this event (petting zoo from Glacier Ridge Animal Farm). B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $453.07 (preliminary estimate includes 5 dedicated supervisor hrs. and 1 dedicated CSO hrs.) APRIL 25, 2023 23-191 RESOLUTION CONT’D Supplies / Materials $22.00 (preliminary estimate includes dedicated use of barricades and signs) Public Works Staffing $62.68 (preliminary estimate includes 2 dedicated staff hrs. for delivery and pick up of barricades & signs) Equipment / Vehicles $22.99 (preliminary estimate includes 2 hrs. of dedicated vehicles for the delivery and pick up of barricades & signs) Supplies / Materials $22.00 (preliminary estimate includes dedicated use of barricades and signs) APRIL 25, 2023 23-192 RESOLUTION (CARRIED 6 – 0 LOST_______LAID OVER_______WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / HOUGE’S TAVERN / UTILIZE MENOMINEE PARK MILLERS BAY FOR HOUGE’S WALLEYE WARM-UP, MAY 27, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Houge’s Tavern (Matt Morgan) to utilize Menominee Park on Saturday, May 27, 2023, from 5:00 a.m. to 4:00 p.m. for Houge’s Walleye Warm-Up, in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-193 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / FATHER CARR’S PLACE 2 BE / HOST THE CARRNIVAL FOR KIDS IN FATHER CARR’S PARKING LOT 1062 N KOELLER, JUNE 3, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Father Carr’s Place 2 Be (Sherri Ziemer) to host the CaRRnival for Kids in Father Carr’s Parking Lot on Saturday, June 3, 2023 from 10:00 a.m. to 4:00 p.m. in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. An exception to the provisions of section 6-6 of the Oshkosh Municipal Code is granted to allow a petting zoo into the City during this event, reasonable set up and clean up and during transport to and from the event. A list of specific animals shall be provided to City event staff no later than 2 weeks prior to the event for final approval. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and require ments for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-194 RESOLUTION (CARRIED 6 – 0 LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: APPROVE SPECIAL EVENT / DOWNTOWN OSHKOSH BUSINESS IMPROVEMENT DISTRICT (BID) / UTILIZE OPERA HOUSE SQUARE & MARKET STREET FOR THE MUSIC ON MAIN SERIES, JUNE 7 THROUGH SEPTEMBER 27, 2023 (WEDNESDAYS) INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Downtown Oshkosh BID (Jessica Meidl) to utilize Opera House Square and Market Street, June 7 through September 27, 2023 (Wednesdays) from 5:30 p.m. to 7:00 p.m., for the Music on Main series, in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $279.99 (preliminary estimate include 9 dedicated CSO hrs.) Supplies/Materials $27.50 (preliminary estimate includes no parking signs and cones) APRIL 25, 2023 23-195 RESOLUTION (CARRIED 6 – 0 LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: APPROVE SPECIAL EVENT / DOWNTOWN OSHKOSH BUSINESS IMPROVEMENT DISTRICT (BID) / UTILIZE OPERA HOUSE SQUARE & MARKET STREET FOR THE LIVE AT LUNCH SERIES, JUNE 8 THROUGH AUGUST 31, 2023 (THURSDAYS) INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Downtown Oshkosh BID (Jessica Meidl) to utilize Opera House Square and Market Street June 8 through August 31, 2023 (Thursdays) from 11:00 a.m. to 11:00 p.m., for the Live at Lunch Series, in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of e mergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declar ations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $214.11 (preliminary estimate includes set up and tear down of no parking signs each event day) Supplies/Materials $143 (preliminary estimate includes use of no parking signs weekly) APRIL 25, 2023 23-196 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / JAMBALAYA ARTS INC / UTILIZE THE ALLEY AREA BEHIND 401-419 N MAIN STREET FOR THE ALLEY ART MARKET & ART NIGHT OSHKOSH SERIES, JUNE 10, AUGUST 12, SEPTEMBER 9, & OCTOBER 14, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Jambalaya Arts Inc. (Amie Brownfield) to utilize the alley area behind 401-419 N. Main Street on Saturday, June 10, August 12, September 9, and October 14, 2023 from 8:00 a.m. to 9:00 p.m. for the Alley Art Market & Art Night Oshkosh in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-197 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / THE GRAND OSHKOSH / UTILIZE THE PARKING LOT ALLEY ADJACENT TO THE GRAND FOR THE GRAND VEGAS EXPERIENCE, JUNE 10, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to The Grand Oshkosh (Amber Hammond) to utilize the parking lot alley adjacent to The Grand for the Grand Vegas Experience on Saturday, June 10, 2023, from 5:00 a.m. to 8:00 p.m., in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $16.47 (preliminary estimate includes 1 CSO hour for setup and teardown of barricades) Streets Staffing $31.92 (preliminary estimate includes staff to delivery and pick up barricades) Supplies/Materials $22 (preliminary estimate includes barricades) APRIL 25, 2023 23-198 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / WINNEBAGO COUNTY ADRC / UTILIZE CITY SIDEWALKS AND OPERA HOUSE SQUARE FOR THE ELDER ABUSE AWARENESS MARCH, JUNE 15, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Winnebago County ADRA (Nicole Davis Dawald) to utilize City sidewalks and Opera House Square on Thursday, June 15, 2023 from 10:00 a.m. to 11:00 a.m. for the Elder Abuse Awareness March, in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-199 RESOLUTION (CARRIED 6 – 0 LOST_______LAID OVER_______WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / WATERFEST INC / UTILIZE THE LEACH AMPHITHEATER FOR THE WATERFEST CONCERT SERIES, JUNE 15 THROUGH AUGUST 24, 2023 (THURSDAYS) INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Waterfest, Inc. (Rob Kleman) to utilize the Leach Amphitheater for the Waterfest concert series June 15 through August 24, 2023; and WHEREAS, Waterfest, Inc. through their application, has requested that beer and wine sales at the Waterfest concert series be extended to 11:00 p.m. each event night; and WHEREAS, Waterfest, Inc., has requested to allow amplified sound until 11:00 p.m. NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of Oshkosh that approval is granted to Waterfest, Inc. (Rob Kleman) to utilize the Leach Amphitheater June 15 through August 24, 2023 (Thursdays) from 5:00 p.m. to 11:00 p.m. for the Waterfest concert series, in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. An exception to the provisions of section 4-24(B)(6) of the City of Oshkosh Municipal Code, to allow the sale of alcoholic beverages after 9:00 p.m. on the condition that such sales shall cease no later than 11:00 p.m. B. An exception to the provisions of 19-4(A)(3) of the City of Oshkosh Municipal Code, to allow amplified music to continue after 10:00 p.m. on the condition that amplified sound shall cease no later than 11:00 p.m. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order APRIL 25, 2023 23-199 RESOLUTION CONT’D or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Department Staffing $2,681.90 (preliminary estimate includes dedicated staff hours for 2 CSOs for 2 hrs. / night, 1 Supervisor for 5 hrs./ night for 3 nights and 4 officers for 5 hrs. for 1 night) APRIL 25, 2023 23-200 RESOLUTION (CARRIED 6 – 0 LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: APPROVE SPECIAL EVENT / OSHKOSH YACHT CLUB / UTILIZE MENOMINEE PARK FOR THE OSHKOSH YACHT CLUB’S EXTREME REGATTA, JULY 17 & 18, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Oshkosh Yacht Club (Bill Wyman) to utilize Menominee Park (Millers Bay), on Monday, July 17, 2023, from 9:00 a.m. to 5:00 p.m. and Tuesday, July 18, 2023, from 8:00 a.m. to 3:00 p.m., for the Oshkosh Yacht Club’s Extreme Regatta (sailboat races), in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-201 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / SILVER STAR BRANDS / UTILIZE MENOMINEE PARK FOR THEIR EMPLOYEE APPREICATION DAY, AUGUST 17, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Silver Star Brands (Lisa Drake) to utilize Menominee Park on Friday, August 17, 2023, from 11:00 a.m. to 3:00 p.m. for their Employee Appreciation Day event in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-202 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / FOX VALLEY PHYSICAL THERAPY / UTILIZE CITY SIDEWALKS FOR THE SPECTACULAR GAME NIGHT & RUN-ROLL-RIDE 1K, AUGUST 18, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Fox Valley Physical Therapy (Courtney Disterhaft) to utilize City sidewalks along Washburn & 9th Avenue on Friday, August 18, 2023 from 4:00 p.m. to 7:00 p.m. for the Spectacular Game Night & Run/Roll/Ride 1K in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $65.88 (preliminary estimate includes 4 CSO hrs.) APRIL 25, 2023 23-203 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / DUTRI RUN FOUNDATION / UTILIZE CITY STREETS FOR RACE THE LAKE, AUGUST 20, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Dutri Run Foundation (Ben West) to utilize City Streets: Main Street, Washington Ave., Hazel Street, Menominee Drive, E. Murdock Avenue, Bowen Street and Menominee Park on Sunday, August 20, 2023, from 7:00 a.m. to 9:00 a.m. for the Race the Lake event in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Department Staffing $2,786.13 (preliminary estimate includes dedicated staffing of 2 CSO, 30 Officer hrs. & 4 Supervisor hrs.) Supplies / Materials $16.50 (preliminary estimate includes use of no parking signs & cones) APRIL 25, 2023 23-203 RESOLUTION CONT’D Street Department Staffing $638.40 (preliminary estimate includes dedicated staffing of 20 hrs. for the delivery & pick up of barricades and signs) Equipment / Vehicles $262 (preliminary estimate includes 10 hrs. of dedicated use of a truck and trailer for the delivery & pick up of barricades and signs) Supplies / Materials $385.00 (preliminary estimate includes use of barricades and signs) APRIL 25, 2023 23-204 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / OSHKOSH JAZZ FESTIVAL (KRIS LARSON) / TO UTILIZE THE 400 BLOCK OF N. MAIN STREET FOR THE OSHKOSH JAZZ FESTIVAL, AUGUST 26, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to the Oshkosh Jazz Festival (Kris Larson) to utilize the 400 Block of N. Main Street on Saturday, August 26, 2023 from 5:00 a.m. to 10:30 p.m. (actual event time 1:00 p.m. to 10:00 p.m.) for the Oshkosh Jazz Festival in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. Oshkosh Jazz Festival will coordinate set-up and start times with the Oshkosh Farmers Market manager. B. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services, includes costs associated with security for permitting the Special Class “B” Retailers License. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services Police Staffing $1582.66 (preliminary estimate includes dedicated staffing of 6 hrs. patrol hrs., 8 Supervisor hrs., and 1 CSO hrs.) Supplies / Materials $38.50 (preliminary estimated includes dedicated use of no parking signs & cones) APRIL 25, 2023 23-205 RESOLUTION (CARRIED 6 - 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE SPECIAL EVENT / DOWNTOWN OSHKOSH BUSINESS IMPROVEMENT DISTRICT (BID) / UTILIZE CITY STREETS FOR THE DOWNTOWN BID HOLIDAY PARADE/ NOVEMBER 30, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to the Downtown Oshkosh BID (Jessica Meidl) to utilize City streets (Main St. from Ceape Ave. to Irving Ave. for the parade route and Ceape Ave., State St., Otter Ave., and Court St. for the staging of parade participants ) on Thursday, November 30, 2023, from 2:00 p.m. to 8:30 p.m. (actual Parade time 6:15 p.m. – 8:00 p.m.) for the Downtown BID Holiday Parade in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. An exception to the provisions of section 6-6 of the Oshkosh Municipal Code is granted to allow horses in the City during this event, reasonable set up and clean up and during transport to and from the event. Horses shall not be stabled in or otherwise remain in the City except as provided in this paragraph. B. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organi zer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the event during any period of emergency order or declaration prohibiting such event. Approval of this event shall not be interpreted to supersede any emergency order or declaration applicable to such event and all events shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None APRIL 25, 2023 23-206 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE BLOCK PARTY REQUEST / MORGAN MEIER / UTILIZE ECKARDT COURT TO HOLD THEIR NEIGHBORHOOD BLOCK PARTY / JUNE 17, 2023 INITIATED BY: CITY ADMINISTRATION NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that approval is granted to Morgan Meier to utilize Eckardt Court on Saturday, June 17, 2023 from 2:00 p.m. to 8:00 p.m. to hold their neighborhood block party in accordance with the municipal code and the attached application, with the following exceptions/conditions: A. B. C. BE IT FURTHER RESOLVED that as a condition of approval, the Event Organizer shall pay the City’s actual costs for extraordinary services. Approval of this request shall not be interpreted as approval to conduct the block party during any period of emergency order or declaration prohibiting such event. Approval of this block party shall not be interpreted to supersede any emergency order or declaration applicable to such block parties and all block parties shall remain subject to all applicable ordinances, orders, declarations and requirements for public gatherings. Cost Estimates for Extraordinary Services None April 25, 2023 23-207 RESOLUTION (CARRIED 6 – 0 LOST _______ LAID OVER _______ WITHDRAWN _______) PURPOSE: APPROVE APPOINTMENT TO THE FOLLOWING BOARDS AND COMMISSIONS: BOARD OF REVIEW INITIATED BY: MAYOR MATT MUGERAUER BE IT RESOLVED by the Common Council of the City of Oshkosh that the appointment to the various boards are made by Mayor M att Mugerauer, as attached hereto, and are hereby approved. Date: April 19, 2023 From: Matt Mugerauer, Mayor Listed below are the appointments, to be made by the City Council at the April 25, 2023, Common Council Meeting, to the city’s boards, commissions, committees, and authorities. BOARD OF REVIEW • Steve Cummings – Alternate APRIL 25, 2023 23-208 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE COMBINATION “CLASS B” LICENSE & OPERATOR LICENSES INITIATED BY: CITY CLERK WHEREAS, an application and all required documentation for a license has been submitted, fees deposited, and all reviews and inspections required by city ordinance have been completed; and WHEREAS, the Chief of Police and Fire Chief, or their respective designees, and a representative of the Winnebago County Health Department have recommended that the following licenses be granted or conditionally granted as noted in their report to the City Clerk; and WHEREAS, any licensee whose license is granted subject to conditions has been notified of those conditions and has had the opportunity to appear before the Council and be heard in relation to any of those conditions. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the following licenses be granted subject to satisfaction of such conditions as identified by the Chief of Police and Fire Chief, or their respective designees, or by a representative of the Winnebago County Health Department; subject to the payment of taxes and other charges as specified in section 4-5(B) of the City of Oshkosh Municipal Code; and subject to the fulfillment of any further conditions imposed by State Statute for issuance of such license: COMBINATION “CLASS B” LICENSE (APRIL 26, 2023 – JUNE 30, 2023) NAME AND ADDRESS: LOCATION OF PREMISES: OBLIOS LOUNGE, LLC……………..……..……….………434 N. Main St., Oshkosh Agent: Cory Kroczyk, 535 W. Schindler Road, Apt. 4, Menasha, WI APRIL 25, 2023 23-208 RESOLUTION CONT’D SEE EXHIBIT A LASTNAME FIRSTNAME ST_ADDRESS CITY LICNUMBER BOHNSACK HUNTER 620 W. IRVING OSHKOSH 22-659 BRESINA RITA 4035 SHARRATT DRIVE OSHKOSH 22-664 FAY STEFANIE 311 WAUKAU RD OSHKOSH 22-656 FINLEY GABRIEL 1913 PRESERVE DR. #22 OSHKOSH 22-666 JOLIN ALAN 1189 CLARIVILLE RD OSHKOSH 22-668 KAPRELIAN EMILY 726 S PARK AVE OSHKOSH 22-662 LICKO LAUREN 3210 JACKSON ST OSHKOSH 22-652 MAGEDANZ HOPE 15 CASTLE COURT OSHKOSH 22-654 MAURER JAMIE 1221 SOUTH VAN DYKED RD GRAND CHUTE 22-658 NICHOLS TAYJA 607 WINNEBAGO HEIGHTS NEENAH 22-665 O'BOYLE CREIGHTON 819 JOHN STREET OSHKOSH 22-657 PAYTON NADIA 619 E PARKWAY AVE OSHKOSH 22-653 RASMUSSEN JAYME 1726 IOWA ST.OSHKOSH 22-663 ROMANOWICH TAYLOR 534 FAIRVIEW CIRCLE WATERFORD 22-660 STROSCHEIN GEORGE 2522 BOWEN ST. APT B OSHKOSH 22-661 SURITA ANTONIO 1335 SUMMIT AVE #111 OSHKOSH 22-667 ZHEYI WU 2605 JACKSON ST OSHKOSH 22-655 APRIL 11, 2023 APRIL 25, 2023 23-171 23-209 ORDINANCE FIRST READING SECOND READING (CARRIED 7 – 0 LOST_______ LAID OVER_______ WITHDRAWN_______) PURPOSE: REPEAL AND RECREATE CHAPTER 4 ARTICLE IV PERTAINING TO ALCOHOL BEVERAGES - ISSUANCE OF OPERATOR’S LICENSES INITIATED BY: CITY CLERK A GENERAL ORDINANCE OF THE CITY OF OSHKOSH REPEALING AND RECREATING CHAPTER 4 ARTICLE IV PERTAINING TO ALCOHOL BEVERAGES - ISSUANCE OF OPERATOR’S LICENSES The Common Council of the City of Oshkosh do ordain as follows: SECTION 1. That Chapter 4 Article IV Pertaining to Alcohol Beverages - Issuance of Operator’s Licenses is hereby repealed and recreated as shown on the attachment to this ordinance SECTION 2. This ordinance shall be in full force and effect from and after its passage and publication. SECTION 3. Publication Notice. Please take notice that the City of Oshkosh enacted ordinance #23-XX on April 25, 2023, REPEAL AND RECREATE CHAPTER 4 ARTICLE IV PERTAINING TO ALCOHOL BEVERAGES - ISSUANCE OF OPERATOR’S LICENSES (A GENERAL ORDINANCE OF THE CITY OF OSHKOSH REPEALING AND RECREATING CHAPTER 4 ARTICLE IV PERTAINING TO ALCOHOL BEVERAGES - ISSUANCE OF OPERATOR’S LICENSES). The ordinance updates city code provisions pertaining to the issuance of operator’s licenses to serve alcohol beverages to reflect current state statutes; authorizes the City Clerk to issue temporary, provisional and regular operators licenses to those applicants meeting all statutory and ordinance requirements and provides an appeal process to the city council for persons who may be denied an operators license through the administrative process. APRIL 11, 2023 APRIL 25.2023 23-171 23-209 ORDINANCE FIRST READING SECOND READING CONT’D The full text of the ordinance may be obtained at the Office of the City Clerk, 215 Church Avenue and through the City’s website at www.ci.oshkosh.wi.us. Clerk’s phone: 920/236-5011. TO: Honorable Mayor and Members of the Common Council FROM: Lynn Lorenson, City Attorney DATE: April 6, 2023 RE: Repeal and Recreate Chapter 4 Article IV Pertaining to Alcohol Beverages - Issuance of Operator’s Licenses BACKGROUND Section 125.17(1) of the Wisconsin Statutes permits a municipality to designate an official authorized to issue Operator’s Licenses for service of alcohol beverages. The City Clerk is recommending that the Council authorize the City Clerk to issue operator’s licenses pursuant to this section of the statute for those persons who meet all statutory and ordinance requirements for the issuance of an operator’s license. ANALYSIS Staff reviewed the current Municipal Code for the purpose of authorizing the City Clerk to issue operators licenses. Staff recommends creation of a new section of the Code numbered 4-17.2 to authorize the City Clerk to issue operators licenses for persons meeting all statutory and ordinance requirements and to set forth an appeal process for persons who might be denied a license through this staff administrative process. This process will allow for quicker issuance of operator’s licenses which will no longer need to wait for formal Council approval. In addition, staff recommends bringing the code up to date with current Wisconsin Statutes as well as reorganizing and separating provisions for issuance of temporary and provisional licenses from regular operator licenses for clarity. A copy of an annotated redlined version of the proposed ordinance changes and clean copy of the revised ordinance are included with this memorandum. FISCAL IMPACT The proposed changes allow issuance of operator’s licenses directly by the City Clerk. There is some time savings in the preparation of council items, but there is no substantial fiscal impact anticipated from passage of this ordinance. RECOMMENDATION It is recommended that the Council approve the proposed amendments to Chapter 4 Article IV pertaining to Alcohol Beverages – Operator’s Licenses within the City of Oshkosh. Respectfully Submitted, Approved: Lynn Lorenson, City Attorney Mark A. Rohloff, City Manager APRIL 11, 2023 APRIL 25, 2023 23-158 23-210 FIRST READING SECOND READING ORDINANCE (CARRIED 7 – 0 LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE AMENDMENT TO COMPREHENSIVE LAND USE PLAN MAPS CHANGING THE LAND DESIGNATION OF THE PROPERTIES LOCATED ALONG THE SOUTHERN INTERSECTION OF NORTH KOELLER STREET AND OSHKOSH AVENUE FROM LIGHT DENSITY RESIDENTIAL TO NEIGHBORHOOD COMMERCIAL INITIATED BY: CITY ADMINISTRATION PLAN COMMISSION RECOMMENDATION: Approved AN ORDINANCE TO AMEND THE COMPREHENSIVE PLAN OF THE CITY OF OSHKOSH, WISCONSIN The Common Council of the City of Oshkosh do ordain as follows: SECTION 1. City Administration requests an amendment to the Comprehensive Land Use Plan maps changing the land use designation of the properties located along the southern intersection of North Koeller Street and Oshkosh Avenue from Light Density Residential to Neighborhood Commercial. SECTION 2. The Plan Commission recommended approval of said amendment. SECTION 3. The City has held a public hearing on this Ordinance, in compliance with the requirements of Section 66.1001(4)(d), Wisconsin Statutes. SECTION 4. The Common Council of the City of Oshkosh hereby approves an amendment to the Comprehensive Land Use Plan maps changing the land use designation of the properties located along the southern intersection of North Koeller Street and Oshkosh Avenue from Light Density Residential to Neighborhood Commercial, per the attached. APRIL 11, 2023 APRIL 25, 2023 23-158 23-210 ORDINANCE FIRST READING SECOND READING CONT’D SECTION 5. This Ordinance shall take effect upon passage by a majority vote of the members elect of the Common Council and publication as required by law. SECTION 6. Publication Notice. Please take notice that the City of Oshkosh enacted Ordinance #23-XXX APPROVE AMENDMENT TO COMPREHENSIVE LAND USE PLAN MAPS CHANGING THE LAND DESIGNATION OF THE PROPERTIES LOCATED ALONG THE SOUTHERN INTERSECTION OF NORTH KOELLER STREET AND OSHKOSH AVENUE FROM LIGHT DENSITY RESIDENTIAL TO NEIGHBORHOOD COMMERCIAL on April 25, 2023. The full text of the Ordinance may be obtained at the Office of the City Clerk, 215 Church Avenue and on the City's website at www.ci.oshkosh.wi.us. Clerk's phone: (920) 236-5011. 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: Mark Lyons, Planning Services Manager DATE: April 6, 2023 RE: Approve Amendment to Comprehensive Land Use Plan Maps Changing the Land Designation of the Properties Located Along the Southern Intersection of North Koeller Street and Oshkosh Avenue from Light Density Residential to Neighborhood Commercial BACKGROUND The petitioner is requesting a comprehensive land use map amendment of ten existing single family residential properties along the southern intersection of North Koeller Street and Oshkosh Avenue. The subject area is designated for Light Density Residential land use and the applicant is requesting a change to a Neighborhood Commercial land use designation. The seven western-most properties are zoned Multi-Family Residential – 20 District (MR-20) and the three eastern-most properties are zoned Single Family Residential – 5 District (SR-5). All subject properties have a 2040 Comprehensive Land Use Recommendation of Light Density Residential. The surrounding area consists of commercial uses to the north and west and residential uses to the south and east. ANALYSIS In October of 2018, the City adopted the Comprehensive Plan Update 2040, which was an update to the previous plan from 2005. Part of the update entailed refining the 20-Year Recommended Land Use Map. The map is a representation of future land uses within the City and in the extraterritorial three-mile buffer. Future land use maps are intended to be used as a general reference tool for determining appropriate future land use and growth patterns. When the maps were created, the recommended uses were determined on a broader scale as opposed to a parcel- by-parcel basis. Staff realized that sections of the Comprehensive Plan, including mapping portions, need to be updated or revised periodically to accommodate logical requests and changes in future land use. In July of 2022, City staff received a proposal for a commercial development at the 1500 Block of Oshkosh Avenue. The proposal required a comprehensive land use map amendment, which was brought before Plan Commission at a workshop as well as a neighborhood meeting. The proposal was subsequently denied by both Plan Commission and Common Council. Plan Commission recommended reviewing the entire Oshkosh Avenue corridor to determine if it City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us would be appropriate to amend the Comprehensive Land Use Map to allow for commercial uses in areas that are currently slated for future residential use. Plan Commission workshops were held on September 20, 2022 and January 3, 2023 to further discuss future land use of the area. Plan Commission voiced support for allowing future commercial use on the western south side of Oshkosh Avenue and North Koeller Street as this area includes deeper lots with potential for commercial development. A neighborhood meeting was held on December 1, 2022 to discuss the potential of amending the Comprehensive Plan to allow future commercial use at the residential blocks located along Oshkosh Avenue. Those in attendance generally did not have concerns related to future commercial use of the area to the west on the south side of Oshkosh Avenue and North Koeller Street. Based on the feedback provided from property owners and neighbors during the neighborhood meeting, as well as Plan Commission during multiple workshops, staff is recommending an amendment of the Comprehensive Land Use Plan from Light Density Residential to Neighborhood Commercial for the subject properties on the south side of Oshkosh Ave. The Staff is supportive of the future land use plan amendment as land use patterns in the area have predominantly been for commercial redevelopment. Staff feel that Neighborhood Commercial is an appropriate land use recommendation for this area as it will allow for lower intensity commercial zoning and land uses, which should have less impact on neighboring residential uses to the south and east than higher intensity land use designations such as General Commercial and Interstate Commercial. RECOMMENDATION The Plan Commission recommended approval of the land use map amendment on March 7, 2023. Please see the attached staff report and meeting minutes for more information. Respectfully Submitted, Approved: Mark Lyons Mark A. Rohloff Planning Services Manager City Manager APRIL 25, 2023 23-211 ORDINANCE FIRST READING – NO ACTION TAKEN (CARRIED________LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE ZONE CHANGE FROM HEAVY INDUSTRIAL DISTRICT (HI) TO HEAVY INDUSTRIAL DISTRICT WITH A PLANNED DEVELOPMENT OVERLAY (HI-PD) FOR PROPERTY LOCATED AT 2665 OREGON STREET INITIATED BY: KARL LOEWENSTEIN PLAN COMMISSION RECOMMENDATION: Approved A GENERAL ORDINANCE OF THE CITY OF OSHKOSH AMENDING SECTION 30- 387 OF THE OSHKOSH MUNICIPAL CODE PERTAINING TO ZONING DISTRICTS. The Common Council of the City of Oshkosh do ordain as follows: SECTION 1. That Section 30-381 of the Oshkosh Municipal Code pertaining to Zoning Districts and the map therein described is hereby amended by changing the district character of the property located at 2665 Oregon Street from Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD). THAT PART OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 35, TOWNSHIP 18 NORTH, RANGE 16 EAST, CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SOUTHEAST ¼ OF THE NORTHEAST ¼; THENCE NORTH ALONG THE EAST LINE OF SAID SECTION 100.00 FEET TO THE PLACE OF BEGINNING; THENCE CONTINUING NORTH ALONG SAID EAST LINE 138.00 FEET; THENCE SOUTHWESTERLY TO A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF THE SOO LINE RAILWAY COMPANY THAT IS 191.30 FEET NORTHWESTERLY OF (MEASURED ALONG THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SAID RAILWAY) THE SOUTH LINE OF SAID SOUTHEAST ¼ OF THE NORTHEAST ¼; THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SAID RAILWAY TO A POINT APRIL 25, 2023 23-211 ORDINANCE FIRST READING – NO ACTION TAKEN CONT’D THAT IS 80.00 FEET NORTHWESTERLY OF (MEASURED ALONG THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SAID RAILWAY) THE SOUTH LINE OF SAID SOUTHEAST ¼ OF THE NORTHEAST ¼; THENCE N87°00’00” E, 357.80 FEET ALONG THE NORTH LINE OF TRACT OF LAND CONVEYED BY DEED RECORDED IN VOLUME 1081, PAGE 162, WINNEBAGO COUNTY REGISTER OF DEEDS, TO THE POINT OF BEGINNING. ALSO INCLUDING THE WEST ½ OF THE ADJACENT RIGHT-OF-WAY OF OREGON STREET. SECTION 2. This Ordinance shall be in full force and effect from and after its passage and publication. SECTION 3. Publication Notice. Please take notice that the City of Oshkosh enacted Ordinance #23-XXX APPROVE ZONE CHANGE FROM HEAVY INDUSTRIAL DISTRICT (HI) TO HEAVY INDUSTRIAL DISTRICT WITH A PLANNED DEVELOPMENT OVERLAY (HI-PD) FOR PROPERTY LOCATED AT 2665 OREGON STREET on May 9, 2023. This ordinance changes the zoning of the property located at 2665 Oregon Street from Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD). The full text of the Ordinance may be obtained at the Office of the City Clerk, 215 Church Avenue and on the City's website at www.ci.oshkosh.wi.us. Clerk's phone: (920) 236-5011. 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: Mark Lyons, Planning Services Manager DATE: April 20, 2023 RE: Approve Zone Change from Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD) for Property Located at 2665 Oregon Street BACKGROUND The applicant requests a zone change from the existing Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD). The subject site is a 0.97-acre property located on the west side of Oregon St reet, south of West 25th Avenue. The site is used as Sturgeon Spirits Distillery and is bordered by residential uses to the north and south . The surrounding area consists primarily of industrial uses to the east, south, and west and residential uses to the north. The 2040 Comprehensive Land Use Plan recommends Industrial use for the subject site. ANALYSIS The applicant is requesting a zone change to add a Planned Development Overlay for the subject property. This request is intended to provide some flexibility to the zoning ordinance to accommodate site improvements including an outdoor seating area. Staff is supportive of the proposed rezone as it will provide opportunity for enhancements to the site and will also allow for further review to mitigate potential impacts on neighboring residential properties. RECOMMENDATION The Plan Commission recommended approval of the zone change with findings on April 18, 2023. Please see the attached staff report and meeting minutes for more information. Respectfully Submitted, Approved: Mark Lyons Mark A. Rohloff Planning Services Manager City Manager ITEM: ZONE CHANGE FROM HEAVY INDUSTRIAL DISTRICT (HI) TO HEAVY INDUSTRIAL DISTRICT WITH A PLANNED DEVELOPMENT OVERLAY (HI-PD) AND APPROVAL OF A GENERAL DEVELOPMENT PLAN & SPECIFIC IMPLEMENTATION PLAN FOR PROPERTY LOCATED AT 2665 OREGON STREET PLAN COMMISSION MEETING DATE: APRIL 18, 2023 GENERAL INFORMATION Owner/Applicant: Karl Loewenstein Action(s) Requested: The applicant requests a zone change from the existing Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD). The applicant also requests approval of General Development Plan and Specific Implementation Plan to allow outdoor commercial entertainment at 2665 Oregon Street. Applicable Ordinance Provisions: Zoning map amendment standards are found in Section 30-381 of the Zoning Ordinance. Planned Development standards are found in Section 30-387 of the Zoning Ordinance. Property Location and Background Information: The subject site is a 0.97-acre property located on the west side of Oregon St., south of W. 25th Ave. The site is used as Sturgeon Spirits Distillery and is bordered by residential uses to the north and south and the surrounding area consists primarily of industrial uses to the east, south, and west, and residential uses to the north. The 2040 Comprehensive Land Use Plan recommends Industrial use for the subject site. Subject Site Existing Land Use Zoning Commercial HI Recognized Neighborhood Organizations None ITEM V: Rezone & GDP/SIP 2665 Oregon St. 2 Adjacent Land Use and Zoning Existing Uses Zoning North Residential SR-5 South Residential HI East Industrial HI West Industrial HI Comprehensive Plan Land Use Recommendation Land Use 2040 Comprehensive Land Use Recommendation Industrial ANALYSIS Zone Change The applicant is requesting a zone change to add a Planned Development Overlay for the subject property. This request is intended to provide some flexibility to the zoning ordinance to accommodate site improvements including an outdoor seating area. The applicant has submitted plans for the outdoor seating area, which will be addressed as General Development Plan (GDP) and Specific Implementation Plan (SIP) review to follow. Staff is supportive of the proposed rezone as it will provide opportunity for enhancements to the site and will also allow for further review to mitigate potential impacts on neighboring residential properties. Use The applicant is proposing to install a 21’ X 29’ outdoor patio seating area to the rear (west) of the existing building. According to the applicant, the outdoor seating area will be utilized for additional seasonal seating for patrons of the Sturgeon Spirits tasting room. Rezone to HI-PD ITEM V: Rezone & GDP/SIP 2665 Oregon St. 3 Site plan The outdoor seating area is considered “outdoor commercial entertainment” under the zoning ordinance, which is prohibited in the Heavy Industrial district (HI). Staff is supportive of a base standard modification (BSM) to allow outdoor commercial entertainment as it is compatible with the existing use of the property and should not be detrimental to neighboring properties. Although the property is zoned HI, the existing use (retail manufacturer) and site design is consistent with what would typically be seen in a mixed-use zoning district where outdoor commercial entertainment would be a permitted or conditional use. Also, the applicant has stated that they have discussed the plans with the owners of the neighboring residence to the north and they are supportive of the proposed outdoor seating area. Site Design No changes are being proposed to the site other than the proposed patio area. The patio will be constructed of patio pavers and surrounded by 4’ tall decorative metal fencing on the south and west sides and 8’ solid cedar fencing to the north. The existing manufacturing retail use requires 18 parking spaces (1 space per 300 sq. ft. of gross floor area) and 20 spaces are provided in the existing parking lot. The proposed patio area will result in a need for two additional parking spaces, with the existing parking lot meeting that requirement. Required Provided Impervious Surface Maximum: 70% of lot 56.7% of lot Parking Minimum: 20 spaces 20 spaces ITEM V: Rezone & GDP/SIP 2665 Oregon St. 4 Minimum Provided Front Setback (east) 30 ft. Existing Side Setback (north) 50 ft. 10 ft. Side Setback (south) 20 ft. +/- 85 ft. Rear Setback (west) 25 ft. +/165 ft. Code requires outdoor commercial entertainment areas to be located a minimum of 50’ from residentially-zoned property. The applicant is requesting a BSM to allow reduced side yard (north) setback for the patio area to 10’, where code requires a 50’ side yard setback. Staff is supportive of the requested BSM as the proposed patio placement is necessary to prevent loss of parking stalls. Also, the proposed patio area will be relatively small in size and a significant distance from the neighboring residential structure (approximately 115’). The applicant has noted that their normal hours are 1:00 – 8:00, so there will be no late-night activities. Signage This request does not include any additional signage. Site Lighting No new light fixtures are being proposed for the patio area. Lighting will be provided by LED string lights. Landscaping Yard and bufferyard landscaping are required for the patio addition. ITEM V: Rezone & GDP/SIP 2665 Oregon St. 5 Points Required Points Provided Yards 6 132 Bufferyard (west) 70 (with 6’ fence and 10’ bufferyard) 528 Total 76 660 Yards Code requires 10 landscaping points per 1,000 sq. ft. of gross floor area. The provided yard landscaping points exceed this requirement for the patio area. Bufferyards A 0.6 opacity bufferyard is required along the north property line as it is abutting a Single Family Residential – 5 zoning district (SR-5). The applicant is providing a 10’ bufferyard along with 8’ tall wood fencing and 16 arborvitae trees. The provided bufferyard landscaping points significantly exceed the code requirement. This will serve to offset the BSMs for an outdoor commercial entertainment land use and reduced separation from the neighboring residential property to the north. Storm Water Management/Utilities The Department of Public Works has noted that final plans shall comply with Chapter 14 Storm water Management requirements and will be reviewed as part of the Site Plan Review process. Building Facades No changes are being proposed to the existing building facades. FINDINGS/RECOMMENDATION/CONDITIONS In its review and recommendation to the Common Council on an application for a Zoning Map amendment, staff recommends the Plan Commission make the following findings based on the criteria established by Chapter 30-381 (D)(2): (a) Advances the purposes of this Chapter as outlined in Section 30-03 and the applicable rules of Wisconsin Department of Administration and the Federal Emergency Management Agency. (b) Is in harmony with the Comprehensive Plan. (c) Maintains the desired overall consistency of land uses, land use intensities, and land use impacts within the pertinent zoning districts. (d) Addresses any of the following factors that are not properly addressed on the current Official Zoning Map: ITEM V: Rezone & GDP/SIP 2665 Oregon St. 6 (ii) Factors have changed (such as new data, infrastructure, market conditions, development, annexation, or other zoning changes), making the subject property more appropriate for a different zoning district. In its review and recommendation to the Common Council on an application for a Planned Development district, staff recommends the Plan Commission make the following findings based on the criteria established by Chapter 30-387 (C)(6): (a) The proposed Planned Development project is consistent with the overall purpose and intent of this Chapter. (b) The proposed Planned Development project is consistent with the City’s Comprehensive Plan and other area plans. (It is the responsibility of the City to determine such consistency.) (c) The proposed Planned Development project would maintain the desired relationships between land uses, land use densities and intensities, and land use impacts in the environs of the subject site. (d) Adequate public infrastructure is or will be available to accommodate the range of uses being proposed for the Planned Development project, including but not limited to public sewer and water and public roads. (e) The proposed Planned Development project will incorporate appropriate and adequate buffers and transitions between areas of different land uses and development densities/intensities. (g) The proposed architecture and character of the proposed Planned Development project is compatible with adjacent/nearby development. (h) The proposed Planned Development project will positively contribute to and not detract from the physical appearance and functional arrangement of development in the area. (i) The proposed Planned Development project will produce significant benefits in terms of environmental design and significant alternative approaches to addressing development performance that relate to and more than compensate for any requested exceptions/base standard modifications variation of any standard or regulation of this Chapter. Staff recommends approval of the Rezone, General Development Plan, and Specific Implementation Plan with the findings listed above and the following conditions: 1. BSM to allow an outdoor commercial entertainment use in a Heavy Industrial district (HI). 2. BSM to allow an outdoor commercial entertainment area located within 10 ft. of a residentially-zoned property, where outdoor activity areas may not be located closer than 50 ft. to a residentially-zoned property. 3. Final landscaping plan to be approved by the Department of Community Development. ITEM V: Rezone & GDP/SIP 2665 Oregon St. 7 The Plan Commission recommended approval of the Rezone, General Development Plan, and Specific Implementation Plan with findings and conditions on April 18, 2023. The following is their discussion on the item. Site Inspections Report: Ms. Propp reported visiting the site. Staff report accepted as part of the record. The applicant requests a zone change from the existing Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD). The applicant also requests approval of General Development Plan and Specific Implementation Plan to allow outdoor commercial entertainment at 2665 Oregon Street. Mr. Slusarek presented the items and reviewed the sites and surrounding area as well as the land use and zoning classifications in this area. The applicant is requesting a zone change to add a Planned Development Overlay for the subject property. This request is intended to provide some flexibility to the zoning ordinance to accommodate site improvements including an outdoor seating area. The applicant has submitted plans for the outdoor seating area, which will be addressed as General Development Plan (GDP) and Specific Implementation Plan (SIP) review to follow. Staff is supportive of the proposed rezone as it will provide opportunity for enhancements to the site and will also allow for further review to mitigate potential impacts on neighboring residential properties. The applicant is proposing to install a 21’ X 29’ outdoor patio seating area to the rear (west) of the existing building. According to the applicant, the outdoor seating area will be utilized for additional seasonal seating for patrons of the Sturgeon Spirits tasting room. Staff recommends approval with the findings and conditions as listed in the staff report. Mr. Perry opened up technical questions to staff. Mr. Mitchell asked if the city has any accessibility requirements for when something like this happens. Mr. Lyons said that he will check with inspections on their ADA requirements. Ms. Scheuermann asked if there is any proof required of applicants reaching out to neighbors about their proposed projects. Mr. Lyons said that notices get sent to neighbors and hopefully if they have questions. Mr. Lyons then said that a few years ago the code was updated to include manufacturing retail be allowed. Some of these other items like brewpubs and distilleries of this nature make sense to have a commercial outdoor space. At a future workshop, this is something that can be discussed to see if it should be addressed further in the code. As the code requires that 50-foot setback from ITEM V: Rezone & GDP/SIP 2665 Oregon St. 8 residential, we always want to make sure we look at those through this process or another process each time to make sure it’s appropriate and if they are offsetting if it does go closer. Mr. Perry asked for any public comments and asked if the applicant wanted to make any statements. Karl Loewenstein, 50 Lake St; said that part of the reason why this patio is located where it is, is because of the angled north property line and it gets close to the building. There was a lot of time spent trying to figure out what to do with the north side since we can’t actually fit a driveway. It used to be a circle driveway before this. A bunch of asphalt was taken out and was replaced with green space. He said that he did talk with the neighbor that had a concern about the trees disturbing her husband’s ability to mow, but she was happy to hear that an 8-foot fence will be installed since she does have a pool and people could it from the tasting room. In addition to that, a garage door will be added to the back and will enhance the property. Mr. Perry closed public comments and asked if the applicant wanted to make any closing statements. There were no closing statements from the applicant. Ms. Propp asked if there were any setback issues with the property to the south. Mr. Slusarek said that the property to the south is actually zoned Heavy Industrial so the setback doesn’t apply to that property. Ms. Propp asked if there was any reaction from those neighbors. Mr. Loewenstein said he talked to them but there was no concern. Ms. Propp asked if there would be any outdoor music on the site. Mr. Loewenstein said that he thinks he would have to come back to Plan Commission to do that, but he isn’t sure. He said the property does extend all the way to the train tracks so if he wanted to have an event it would probably be towards the back of the property. Mr. Lyons said if Mr. Loewenstein was going to have a special event, the City of Oshkosh just passed an ordinance related to beer gardens and other related events that are based on things like occupancy, amplified or non-amplified music, and tents that would have to go through any required permits for that. Mr. Mitchell asked if the patio is going to be ADA accessible. Mr. Loewenstein said that most of the patio is on flat ground and that there is a wheelchair ramp. Motion by Davey to adopt the findings and recommendation as stated in the staff report. ITEM V: Rezone & GDP/SIP 2665 Oregon St. 9 Seconded by Mitchell. Mr. Perry asked if there was any discussion on the motion. Motion carried 7-0. ite Inspections Report: Ms. Propp reported visiting the site. Staff report accepted as part of the record. The applicant requests a zone change from the existing Heavy Industrial District (HI) to Heavy Industrial District with a Planned Development Overlay (HI-PD). The applicant also requests approval of General Development Plan and Specific Implementation Plan to allow outdoor commercial entertainment at 2665 Oregon Street. Mr. Slusarek presented the items and reviewed the sites and surrounding area as well as the land use and zoning classifications in this area. The applicant is requesting a zone change to add a Planned Development Overlay for the subject property. This request is intended to provide some flexibility to the zoning ordinance to accommodate site improvements including an outdoor seating area. The applicant has submitted plans for the outdoor seating area, which will be addressed as General Development Plan (GDP) and Specific Implementation Plan (SIP) review to follow. Staff is supportive of the proposed rezone as it will provide opportunity for enhancements to the site and will also allow for further review to mitigate potential impacts on neighboring residential properties. The applicant is proposing to install a 21’ X 29’ outdoor patio seating area to the rear (west) of the existing building. According to the applicant, the outdoor seating area will be utilized for additional seasonal seating for patrons of the Sturgeon Spirits tasting room. Staff recommends approval with the findings and conditions as listed in the staff report. Mr. Perry opened up technical questions to staff. Mr. Mitchell asked if the city has any accessibility requirements for when something like this happens. Mr. Lyons said that he will check with inspections on their ADA requirements. Ms. Scheuermann asked if there is any proof required of applicants reaching out to neighbors about their proposed projects. Mr. Lyons said that notices get sent to neighbors and hopefully if they have questions. Mr. Lyons then said that a few years ago the code was updated to include manufacturing retail be allowed. Some of these other items like brewpubs and distilleries of this nature make sense to ITEM V: Rezone & GDP/SIP 2665 Oregon St. 10 have a commercial outdoor space. At a future workshop, this is something that can be discussed to see if it should be addressed further in the code. As the code requires that 50-foot setback from residential, we always want to make sure we look at those through this process or another process each time to make sure it’s appropriate and if they are offsetting if it does go closer. Mr. Perry asked for any public comments and asked if the applicant wanted to make any statements. Karl Loewenstein, 50 Lake St; said that part of the reason why this patio is located where it is, is because of the angled north property line and it gets close to the building. There was a lot of time spent trying to figure out what to do with the north side since we can’t actually fit a driveway. It used to be a circle driveway before this. A bunch of asphalt was taken out and was replaced with green space. He said that he did talk with the neighbor that had a concern about the trees disturbing her husband’s ability to mow, but she was happy to hear that an 8-foot fence will be installed since she does have a pool and people could it from the tasting room. In addition to that, a garage door will be added to the back and will enhance the property. Mr. Perry closed public comments and asked if the applicant wanted to make any closing statements. There were no closing statements from the applicant. Ms. Propp asked if there were any setback issues with the property to the south. Mr. Slusarek said that the property to the south is actually zoned Heavy Industrial so the setback doesn’t apply to that property. Ms. Propp asked if there was any reaction from those neighbors. Mr. Loewenstein said he talked to them but there was no concern. Ms. Propp asked if there would be any outdoor music on the site. Mr. Loewenstein said that he thinks he would have to come back to Plan Commission to do that, but he isn’t sure. He said the property does extend all the way to the train tracks so if he wanted to have an event it would probably be towards the back of the property. Mr. Lyons said if Mr. Loewenstein was going to have a special event, the City of Oshkosh just passed an ordinance related to beer gardens and other related events that are based on things like occupancy, amplified or non-amplified music, and tents that would have to go through any required permits for that. Mr. Mitchell asked if the patio is going to be ADA accessible. Mr. Loewenstein said that most of the patio is on flat ground and that there is a wheelchair ramp. ITEM V: Rezone & GDP/SIP 2665 Oregon St. 11 Motion by Davey to adopt the findings and recommendation as stated in the staff report. Seconded by Mitchell. Mr. Perry asked if there was any discussion on the motion. Motion carried 7-0. Sign_______ Staff ________ Date Rec’d ________ City of Oshkosh Application Zoning Map Amendment (Rezoning) **PLEASE TYPE OR PRINT USING BLACK INK** APPLICANT INFORMATION Petitioner: _________________________________________________________________________________ Date: ____________ Petitioner’s Address: ________________________________________ City: ______________________ State: _____ Zip: ________ Telephone #: ( ) _________________ Email: _______________________ Contact preference: Phone Email Status of Petitioner (Please Check): Owner Representative Tenant Prospective Buyer Petitioner’s Signature (required): _______________________________________________________________ Date: ____________ OWNER INFORMATION Owner(s): __________________________________________________________________________________ Date: ____________ Owner(s) Address: __________________________________________ City: ______________________ State: _____ Zip: ________ Telephone #: ( ) _________________ Email: _______________________ Contact preference: Phone Email Ownership Status (Please Check): Individual Trust Partnership Corporation Property Owner Consent: (required) By signature hereon, I/We acknowledge that City officials and/or employees may, in the performance of their functions, enter upon the property to inspect or gather other information necessary to process this application. I also understand that all meeting dates are tentative and may be postponed by the Planning Services Division for incomplete submissions or other administrative reasons. Property Owner’s Signature: ___________________________________________________________________ Date: ____________ ZONING AND DEVELOPMENT INFORMATION Address/Location of Rezoning Request: _________________________________________________________________________ Tax Parcel Number(s): _________________________________________________________________________________________ Rezone property from: ___________________________________________ to ___________________________________________ Purpose for Rezoning:__________________________________________________________________________________________ ____________________________________________________________________________________________________________ Describe existing property development and land use: ________________________________________________________________ ____________________________________________________________________________________________________________ Describe proposed development and/or proposed land use: ____________________________________________________________ ____________________________________________________________________________________________________________ Proposed time schedule for development and/or use of the property: ________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________ Zoning Adjacent to the Site: North: _________________________________________________________________________ South: _________________________________________________________________________ East: _________________________________________________________________________ West: _________________________________________________________________________ SUBMIT TO: Dept. of Community Development 215 Church Ave., P.O. Box 1130 Oshkosh, Wisconsin 54903-1130 PHONE: (920) 236-5059 HI HI-PD Karl Loewenstein March 20, 2023 Oshkosh WI 54902 karl@sturgeonspirits.com Iceshack Properties LLC March 20, 2023 Oshkosh WI 54902 920 267-5192 iceshackproperties@gmail.com SR-5 HI HI HI 1413950000 516 Algoma Blvd. #306 2663 Oregon Street 920 774-7487 2665 Oregon St. Construction and use would begin this summer and be used from approximately April until October each year. March 20, 2023 March 20, 2023 Add fencing and outdoor seating area. Sturgeon Spirits Distillery. Production and sales of distilled spirits and cocktails. Proposed patio area is currently seeded for grass. Asphalt was removed from the area as part of initial construction. Add outdoor patio and seating area. This would be outdoor commercial entertainment. 2 SUBMITTAL REQUIREMENTS – Must accompany the application to be complete. (Submit only digital files. Please note at the discretion of Community Development staff may request a hard copy) Map of the immediate area showing property involved. Area to be rezoned must be outlined in color A site plan drawn to readable scale showing present status of property and proposed development Street address, adjacent streets, intersections and any other information or landmarks to help identify the property Location of existing uses, structures, fences and signs and location of proposed uses, structures, fences and signs A narrative statement explaining the zone change and discussion of the project Application fees are due at time of submittal. Make check payable to City of Oshkosh. Please refer to the fee schedule for appropriate fee. FEE IS NON-REFUNDABLE SUMMARY OF PROCESS The City of Oshkosh Plan Commission and Common Council act on all amendments to the Official Zoning Map. The petitioner or owner should be present at both the Plan Commission and Common Council meetings to discuss and answer questions regarding the request. The application package is reviewed by Planning Services staff to determine conformance with adopted city plans, zoning requirements and development standards. A staff recommendation is prepared for consideration by the Plan Commission and Common Council. The petitioner will be provided with a copy of the staff report and meeting notice several days prior to the Plan Commission meeting. The staff report and meeting notice will also be available on the City’s website. No notice is sent to the petitioner or owner regarding the Common Council’s consideration of the request. Petitioners and owners are encouraged to contact Planning Services staff to find out when the request will be sent to the Common Council for review. Neighborhood opinion is an important factor in the decision-making process. If the proposed development is expected to have significant impact on other properties, the petitioner may be required to conduct a neighborhood meeting to solicit public input prior to action by the Plan Commission and City Council. Planning Services staff is available to offer assistance in compiling a mailing list for the neighborhood meeting. If deemed appropriate, notification by mail informing the property owners within 100 feet of the subject property of the proposal may substitute for the public meeting. Please note that a meeting notice will be mailed to all abutting property owners regarding your request. Within 90 days of filing a complete application, Plan Commission shall hold a public hearing to consider the request. Within 60 days of the public hearing, the Plan Commission may make a written report to the Common Council with recommendations regarding the proposal. The Plan Commission’s report is advisory only. The Common Council will make the final decision regarding all zone change requests. The Plan Commission may lay over requests to subsequent meetings if incomplete information is provided or additional questions or concerns are raised at the meeting. After the Plan Commission makes its recommendation, the request will be forwarded to the Common Council for consideration. This generally occurs three weeks after the Plan Commission meeting depending on the date the Council meeting is scheduled (the Council meets on the 2 nd and 4th Tuesday of every month) and on the availability of a legal description for the zone change. Wisconsin State Statutes require a zone change to be published as Class II notice in the local newspaper, the City takes care of this publication requirement prior to the Council meeting. The Common Council may approve the Official Zoning Map amendment as originally proposed, may approve the proposed amendment with modifications, or may deny approval of the proposed amendment. If the Official Zoning Map amendment is approved, the Ordinance is published in the newspaper on the following Saturday and will be effective on Sunday. City administrative offices are notified of the effective date of the Ordinance and will make changes to the Official Zoning Map accordingly. For more information please visit the City’s website at www.ci.oshkosh.wi.us/Community_Development/Planning.htm Sign_______ Staff ________ Date Rec’d ________ City of Oshkosh Planned Development Application For General Development Plan or Specific Implementation Plan **PLEASE TYPE OR PRINT USING BLACK INK** APPLICANT INFORMATION Petitioner: _________________________________________________________________________________ Date: ____________ Petitioner’s Address: ________________________________________ City: ______________________ State: _____ Zip: ________ Telephone #: ( ) _________________ Email: _______________________ Contact preference: Phone Email Status of Petitioner (Please Check): Owner Representative Tenant Prospective Buyer Petitioner’s Signature (required): _______________________________________________________________ Date: ____________ OWNER INFORMATION Owner(s): __________________________________________________________________________________ Date: ____________ Owner(s) Address: __________________________________________ City: ______________________ State: _____ Zip: ________ Telephone #: ( ) _________________ Email: _______________________ Contact preference: Phone Email Ownership Status (Please Check): Individual Trust Partnership Corporation Property Owner Consent: (required) By signature hereon, I/We acknowledge that City officials and/or employees may, in the performance of their functions, enter upon the property to inspect or gather other information necessary to process this application. I also understand that all meeting dates are tentative and may be postponed by the Planning Services Division for incomplete submissions or other administrative reasons. Property Owner’s Signature: ___________________________________________________________________ Date: ____________ TYPE OF REQUEST: General Development Plan (GDP)General Development Plan (GDP) Amendment Specific Implementation Plan (SIP)Specific Implementation Plan (SIP) Amendment SITE INFORMATION Address/Location of Proposed Project: __________________________________________________________________________ Proposed Project Type: ________________________________________________________________________________________ Estimated Cost: _______________________________________________________________________________________________ Current Use of Property: ________________________________________________________________Zoning: ________________ Land Uses Surrounding Your Site: North: _________________________________________________________________________ South: _________________________________________________________________________ East: _________________________________________________________________________ West: _________________________________________________________________________ It is recommended that the applicant meet with Planning Services staff prior to submittal to discuss the proposal. Application fees are due at time of submittal. Make check payable to City of Oshkosh. Please refer to the fee schedule for appropriate fee. FEE IS NON-REFUNDABLE For more information please visit the City’s website at www.ci.oshkosh.wi.us/Community_Development/Planning.htm SUBMIT TO: Dept. of Community Development 215 Church Ave., P.O. Box 1130 Oshkosh, WI 54901 PHONE: (920) 236-5059 March 20, 2023 Oshkosh2663 Oregon St.WI 54902 920 267-5192 March 20, 2023 2665 Oregon St.Oshkosh WI 54902 920 774-7487 Karl Loewenstein Iceshack Properties LLC 2663 Oregon St. iceshackproperties@gmail.com karl@sturgeonspirits.com March 20, 2023 March 20, 2023 Patio -- Outdoor Entertainment $20000 distillery and tasting room SR-5 HI HI HI HI 2 SUBMITTAL REQUIREMENTS – Must accompany the application to be complete. (Submit only digital files. Please note at the discretion of Community Development staff may request a hard copy) The following information must be provided in order for the application to be considered complete and able to be scheduled for Plan Commission Review. Please use the checklist below to determine the required information to be submitted at the time of application. If all information below cannot be provided at the time of application, please request a waiver in writing to the Division’s Director or designee. A General Development Plan (GDP) submittal, per Section 30-387(C)(4), shall include the following items (Submit only digital files. Please note at the discretion of Community Development staff may request a hard copy): General location map of the subject site depicting: All lands for which the Planned Development is proposed and other lands within 100 feet of the boundaries of the subject property. Current zoning of the subject site and abutting properties, and the jurisdiction(s) that maintains that control. A graphic scale and north arrow. Generalized site plan showing the pattern or proposed land uses, including: General size, shape, and arrangement of lots and specific use areas. Basic street pattern and pattern of internal drives. General site grading plan showing preliminary road grades. Basic storm drainage pattern, including proposed on-site stormwater detention. General location of recreational and open space areas, including designation of any such areas to be classified as common open space. Statistical data, including: Minimum lot sizes in the development. Approximate areas of all lots. Density/intensity of various parts of the development. Building coverage. Landscaping surface area ratio of all land uses. Expected staging. Conceptual landscaping plan. General signage plan. General outline of property owners association, covenants, easements, and deed restrictions. A written description of the proposed Planned Development, including: General project themes and images. The general mix of dwelling unit types and/or land uses. Approximate residential densities and nonresidential intensities. General treatment of natural features. General relationship to nearby properties and public streets. General relationship of the project to the Comprehensive Plan or other area plans. Proposed exceptions from the requirements of the Zoning Ordinance. Traffic Impact Analysis (TIA), if deemed necessary by the Director of Planning Services, or designee. A Specific Implementation Plan (SIP) submittal, per Section 30-387(C)(5), shall include the following items. Note that the area included in an SIP may be only a portion of the area included in a previously approved GDP (Submit only digital files. Please note at the discretion of Community Development staff may request a hard copy): An existing conditions map of the subject site depicting the following: All lands for which the Planned Development is proposed and other lands within 100 feet of the boundaries of the subject site. Current zoning of the subject property and all abutting properties, and the jurisdiction(s) that maintains that control. Existing utilities and recorded easements. All lot dimensions of the subject site. A graphic scale and a north arrow. An SIP map of the proposed site showing at least the following: Lot layout and the arrangements of buildings. Public and private roads, driveways, walkways, and parking facilities. Specific treatment and location of recreational and open space areas, including designation of any such areas to be classified as common open space. 3 Proposed grading plan. Specific landscaping plan for the subject site, specifying the location, species, and installation size of plantings. The landscaping plans shall include a table summarizing all proposed species. Architectural plans for any nonresidential buildings, multi-family structures, or building clusters, other than conventional single-family or two-family homes on individual lots, in sufficient detail to indicate the floor area, bulk, and visual character of such buildings. Engineering plans for all water and sewer systems, stormwater systems, roads, parking areas, an d walkways. Signage plan for the project, including all project identification signs, concepts for public fixtures and signs, and group development signage themes that may or may not vary from City standards or common practices. Specific written description of the proposed SIP including: Specific project themes and images. Specific mix of dwelling unit types and/or land uses. Specific residential densities and nonresidential intensities as described by dwelling units per acre, and landscaping surface area ratio and/or other appropriate measures of density and intensity. Specific treatment of natural features, including parkland. Specific relationship to nearby properties and public streets. Statistical data on minimum lot sizes in the development, the precise areas of all development lots and pads; density/intensity of various parts of the development; building coverage, and landscaping surface area ratio of all land uses; proposed staging; and any other plans required by Plan Commission. A statement of rationale as to why PD zoning is proposed. This statement shall list the standard zoning requirements that, in the applicant’s opinion, would inhibit the development project and the opportunities for community betterment that are available through the proposed PD project. A complete list of zoning standards that would not be met by the proposed SIP and the location(s) in which such exceptions/base standard modifications would occur. Phasing schedule, if more than one development phase is intended. Agreements, bylaws, covenants, and other documents relative to the operational regulations of the development and particularly providing for the permanent preservation and maintenance of common open areas and amenities. A written description that demonstrates how the SIP is consistent with the approved GDP and any and all differences between the requirements of the approved GDP and the proposed SIP. I hereby certify that to the best of my knowledge all required application materials are included with this application. I am aware that failure to submit the required completed application materials may result in denial or delay of the application request. Applicant’s Signature (required): _________________________________ Date: _____________________ March 20, 2023 STREET ADDRESS: 2663 Oregon Street Oshkosh, Wisconsin 54902 PHONE: 920-SPIRITS EMAIL: info@sturgeonspirits.com WEB: www.sturgeonspirits.com We would like to create a patio seating area on the west side of our building at 2663/5 Oregon Street in order to provide additional seasonal seating for the patrons of our tasting room. We plan to add an outdoor serving/bar counter on the south edge of the patio area. We would like to request a base standard modification (BSM) so that we can place this patio approximately 15 feet from the property line. We will also install an 8-ft cedar privacy fence along the northside of our property to screen both the indoor and outdoor space from the residence on that side of the property. We would like to request that this fence be 5 feet from the property line to provide landscaping on both sides. There is only 16 feet maximum between the property line and the building. The property line gets closer to the building, down to 11 feet at the northwest corner of the existing walkway. The patio will be made from pavers and be surrounded by on the west and south sides by a low (4 ft) fence. There will be openings to allow access to the parking lot and the larger yard. Lighting will be provided by LED string lights from the outlets on the building. We have installed a glass garage door on the west side of the property which will give access to that patio. Our normal hours are 1-8, so that there will not be any late-night activities. This patio and the fence will not cause any undue hardship for the neighbors. We have discussed the location of both the patio and fence with the property owners to the north and they have agreed to allow us to put the fence closer to the property line than code requires. We are also extending it farther than we need to, so their swimming pool will not be visible from either the patio or the tasting room. This will be good for both of us. This project will benefit the business and the community while improving the quality of life for our neighbors. Please let us know if you have any questions or need additional modifications. EX I S T I N G A S P H A L T PA R K I N G 19 P A R K I N G S T A L L S 1 A D A S T A L L A D J A C E N T T O A C C E S S I B L E M E A N S O F E G R E S S 9 M O T O R C Y C L E S T A L L S OREGON STREET EG R E S S D O O R 5’ W A L K F O R B U I L D I N G EN T R A N C E A N D E X I S T I N G PU R P O S E S T O P A R K I N G 20 ′ 5′ 5′ 9′ 6½′ 21 ′ 30 ′ 34 ′ 28 ′ 5′ 5′ 5′ 5′ P R O P E R T Y L I N E PR O P E R T Y L I N E 29 ′ 24 ′ 16 ′ N8 6 º — 1 5 ’ — 2 5 ” E 35 8 . 2 0 ’ N8 1 º — 3 1 ’ — 0 7 ” E 40 7 . 9 1 ’ Ar b o r V i t a e Ho s t a ST U R G E O N S P I R I T S 26 6 3 O r e g o n S t r e e t Os h k o s h W i s c o n s i n Ka r l L o e w e n s t e i n Ma r c h 2 0 2 3 Re q u e s t f o r Z o n e C h a n g e H I t o H I - P D Ou t d o o r C o m m e r c i a l E n t e r t a i n m e n t • F e n c e l i n e a n d O u t d o o r S e a t i n g A r e a REZONE/GDP/SIP 2665 OREGON ST PC: 4/18/2023 H & M COMMERCIAL LLC N69W25986 BRIGHTON DR SUSSEX, WI 53089 2ND GARAGE STORAGE LLC 736 KENNEDY AVE OMRO, WI 54963 DARRELL/STEVEN THOMA 5254 SAMERS BAY RD OMRO, WI 54963 OSHKOSH CORPORATION PO BOX 2566 OSHKOSH, WI 54903 WISCONSIN CENTRAL LTD 17641 S ASHLAND AVE HOMEWOOD, IL 60430 CHRISTOPHER L LAYLAND 2607 OREGON ST OSHKOSH, WI 54902 EUGENE H/VERNA J MILLER LIVING TRUST 2573 OREGON ST OSHKOSH, WI 54902 HYDRITE CHEMICAL COMPANY 191 W 28TH AVE OSHKOSH, WI 54902 ICESHACK PROPERTIES LLC 50 LAKE ST OSHKOSH, WI 54901 HUGHES ST OREGON ST C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 120 ft 1 in = 0.02 mi¯2665 OREGON ST City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer RED TAIL WAY RED TAIL WAY CCII MM AA RRRROONN CC TT AA VV II AA TT II OO NN RR DD AAVVIIAATTIIOONNCCTT EEAA SS TT PPEE RRIIMMEETT E E R R R R D D W 2 8 T H A V W 23RD AV NEBR ASKA ST D O T Y S T D O T Y S T W 29TH AV W 22ND AV W 23RD AV MO N T A N A S T MINNESOTA ST W 25TH AV BRADLEY ST W 24TH AV S M A I N S T HUGHES ST OREGON ST Os h k o s h Os h k o s h Ci t y Ci t y Li m i t Li m i t O s h k o s h O s h k o s h C i t y C i t y L i m i t L i m i t DR-6HI HI-PD I I I I MR-12 SR-5SR-5 SR-5-LRO SR-9UI UMUUMU UMU UMU C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 500 ft 1 in = 0.09 mi¯2665 OREGON ST City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer OREGON ST C:\Users\Public\Desktop\2020 Plan Commission Site Plan Map Template.mxd User: hannahs Prepared by: City of Oshkosh, WI Printing Date: 3/23/2023 1 in = 100 ft 1 in = 0.02 mi¯2665 OREGON ST City of Oshkosh maps and data are intended to be used for general identification purposes only, and the City of Oshkoshassumes no liability for the accuracy of the information. Those using the information are responsible for verifying accuracy. Forfull disclaimer please go to www.ci.oshkosh.wi.us/GISdisclaimer APRIL 25, 2023 23-212 ORDINANCE WAIVE SECOND READING – ADOPT ON FIRST READING (CARRIED 7– 0 LOST_______ LAID OVER_______ WITHDRAWN_______) PURPOSE: CREATE SECTION 2-56(C) PERTAINING TO COMPENSATION FOR BOARD OF REVIEW MEMBERS INITIATED BY: CITY CLERK A GENERAL ORDINANCE OF THE CITY OF OSHKOSH CREATING SECTION 2-56(C) PERTAINING TO COMPENSATION FOR BOARD OF REVIEW MEMBERS WHEREAS, section 70.46(3) of the Wisconsin Statutes provides that members of Boards of Review may receive such compensation as may be determined by the Common Council; and WHEREAS, the City’s Board of Review Members have been compensated for many years due to the special nature of their functions and time commitment for service on this board; and WHEREAS, the current compensation has not been reviewed for many years and it is beneficial to recognize this compensation in the city ordinance. The Common Council of the City of Oshkosh do ordain as follows: SECTION 1. That section 2-56(C) pertaining to compensation for members of the Board of Review is hereby created to read as follows: (C) Notwithstanding section 2-36(I), each member of the Board of Review shall receive compensation in the amount to be established from time to time by resolution of the Common Council for attendance at training sessions; attendance for hearings and other matters when the Board of Review is in session, including breaks as may be provided; and for time spent in review of a transcript, recording and/or summary of evidence as provided in section 70.47(9) of the Wisconsin Statutes, as may be required for a determination by a quorum of the Board. APRIL 25, 2023 23-212 ORDINANCE WAIVE SECOND READING – ADOPT ON FIRST READING CONT’D SECTION 2. This ordinance shall be in full force and effect from and after its passage and publication. SECTION 3. Publication Notice. Please take notice that the City of Oshkosh enacted ordinance #23-XX on April 25, 2023 CREATE SECTION 2-56(C) PERTAINING TO COMPENSATION FOR BOARD OF REVIEW MEMBERS (A GENERAL ORDINANCE OF THE CITY OF OSHKOSH CREATING SECTION 2-56(C) PERTAINING TO COMPENSATION FOR BOARD OF REVIEW MEMBERS). The ordinance updates city code provisions pertaining to compensation for members of the Board of Review and provides for compensation to be established by resolution of the Council. The full text of the ordinance may be obtained at the Office of the City Clerk, 215 Church Avenue and through the City’s website at www.ci.oshkosh.wi.us. Clerk’s phone: 920/236-5011. TO: Honorable Mayor and Members of the Common Council FROM: Lynn Lorenson, City Attorney DATE: April 20, 2023 RE: Ordinance to Create Section 2-56(C) Pertaining to Compensation for Board of Review Members Resolution to Establish Rate of Compensation for Members of the Board of Review BACKGROUND State Statutes require municipalities to establish a Board of Review to meet and hear appeals related to property tax assessments. Board of Review members are appointed for five (5) year terms. Board members meet each May to review the tax rolls and to hear any objections to tax assessments. The number of objections determines the number of days that board members may be asked to meet and hear cases each year. Board members are often chosen for their professional experience and in addition undergo specialized training each year to serve on this board and act as a hearing panel. Hearings require that members be available during normal workdays and in the past the City has seen as little as one day commitments to as much as several weeks over the course of the summer. In recognition of the particular nature of the commitment necessary for this particular board, Wisconsin Statutes specifically provide that Board of Review members may receive compensation for this service to the community and the City of Oshkosh has for at least the thirty years that I have been with the City provided compensation to Board of Review members. The current rate is $6.25 per hour spent in training and hearings. ANALYSIS As staff prepared for the current year, we reviewed the statutes and ordinances as well as all our policies and procedures and noted the limited compensation currently paid to Board members. Staff brought the limited compensation to the City Manager’s attention who requested the city’s Human Resources Division to review the current compensation. The proposed ordinance is a clarification to the City’s current ordinances explicitly providing for compensation for the Board of Review. The proposed Resolution sets the actual compensation rate. Based on the research conducted by the Human Resources Division, and because the Board of Review is scheduled to begin May 10th, staff is recommending waiver of the rules and passage of the ordinance on first reading as well as passage of the Resolution to establish the rate of compensation at fifteen dollars ($15.00) per hour. FISCAL IMPACT The proposed changes will provide an increase in Board of Review Member compensation which will have a minimal impact upon the City’s overall budget. Compensation for this Board is included in the City Assessor’s Office Budget and will be taken into consideration in the annual budgeting process. RECOMMENDATION It is recommended that the Council approve the proposed ordinance and resolution. Respectfully Submitted, Approved: Lynn Lorenson, City Attorney Mark A. Rohloff, City Manager APRIL 25, 2023 23-213 ORDINANCE FIRST READING – NO ACTION TAKEN (CARRIED_______LOST________LAID OVER________WITHDRAWN________) PURPOSE: ESTABLISH NO PARKING ON W. RIPPLE AVENUE, SOUTH SIDE FROM OREGON STREET TO RED OAK COURT INITIATED BY: TRANSPORTATION DEPARTMENT RECOMMENDATION: TRAFFIC AND PARKING ADVISORY BOARD - APPROVED A GENERAL ORDINANCE OF THE CITY OF OSHKOSH AMENDING SECTION 27A-11 PARKING REGULATIONS ON DESIGNATED STREETS AND ALLEYS WHEREAS, the Transportation Department recommends approval to establish no parking on W. Ripple Avenue, south side from Oregon Street to Red Oak Court. NOW, THEREFORE, the Common Council of the City of Oshkosh do ordain as follows: SECTION 1. That Section 27A-11 pertaining to parking regulations on designated streets and alleys of the Oshkosh Municipal Code is hereby amended as follows: A-11 PARKING REGULATIONS ON DESIGNATED STREETS AND ALLEYS W. Ripple Avenue Add Thereto: No parking, south side, from Oregon Street to Red Oak Court SECTION 2. This ordinance shall be in full force and effect from and after its passage, publication and placement of the appropriate signage. SECTION 3. Publication Notice. Please take notice that the City of Oshkosh enacted ordinance #23-XXX on May 9th, 2023, ESTABLISH NO PARKING ON W. RIPPLE AVENUE, SOUTH SIDE FROM OREGON STREET TO RED OAK COURT (A GENERAL APRIL 25, 2023 23-213 ORDINANCE FIRST READING – NO ACTION TAKEN CONT’D ORDINANCE OF THE CITY OF OSHKOSH AMENDING SECTION 27A-11 OF THE OSHKOSH MUNICIPAL CODE PERTAINING TO PARKING REGULATIONS ON DESIGNATED STREETS AND ALLEYS). The ordinance updates street parking regulations on the south side of Ripple Avenue between Oregon Street and Red Oak Court. The full text of the ordinance may be obtained at the Office of the City Clerk, 215 Church Avenue and through the City’s website at www.ci.oshkosh.wi.us. Clerk’s phone: 920/236-5011. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Jim Collins, Transportation Director DATE: April 21, 2023 RE: Establish no parking on W. Ripple Avenue, south side from Oregon Street to Red Oak Court Ord. 23-213 BACKGROUND Due to growth of Generac Power Systems located in this area, employees began parking on both sides of the streets making it difficult for semis and cars to traverse the roadway. ANALYSIS The recommended change will align with recent Township changes that were approved that also prohibits parking in this area. FISCAL IMPACT The fiscal impact of these ordinances is the cost of signage. The signage cost would come out of the Sign Department operational budget. RECOMMENDATION I recommend that the Common Council approve these modifications to Section 27A-11 of the Municipal Code pertaining to parking regulations on city streets and alleys. Respectfully Submitted, Approved: Jim Collins, Transportation Director Mark A. Rohloff, City Manager APRIL 25, 2023 23-214 ORDINANCE FIRST READING – NO ACTION TAKEN (CARRIED_______LOST________LAID OVER________WITHDRAWN________) PURPOSE: EXTEND NO PARKING DURING SCHOOL HOURS ON SMITH AVENUE TO 4:00 P.M. (SOUTH SIDE) INITIATED BY: TRANSPORTATION DEPARTMENT RECOMMENDATION: TRAFFIC AND PARKING ADVISORY BOARD - APPROVED A GENERAL ORDINANCE OF THE CITY OF OSHKOSH AMENDING SECTION 27A-11 PARKING REGULATIONS ON DESIGNATED STREETS AND ALLEYS WHEREAS, the Transportation Department recommends approval to extend no parking during school hours on Smith Avenue to 4:00 p.m. (south side). NOW, THEREFORE, the Common Council of the City of Oshkosh do ordain as follows: SECTION 1. That Section 27A-11 pertaining to parking regulations on designated streets and alleys of the Oshkosh Municipal Code is hereby amended as follows: A-11 PARKING REGULATIONS ON DESIGNATED STREETS AND ALLEYS Smith Avenue Delete Therefrom: No parking, south side, from Ontario Street to Vinland Street during the hours of 7:30 a.m. to 3:30 p.m. on school days. Add Thereto: No parking, south side, from Ontario Street to Vinland Street during the hours of 7:30 a.m. to 4:00 p.m. on school days. SECTION 2. This ordinance shall be in full force and effect from and after its passage, publication and placement of the appropriate signage. APRIL 25, 2023 23-214 ORDINANCE FIRST READING – NO ACTION TAKEN CONT’D SECTION 3. Publication Notice. Please take notice that the City of Oshkosh enacted ordinance #23-XXX on May 9th, 2023, EXTEND NO PARKING DURING SCHOOL HOURS ON SMITH AVENUE TO 4:00 P.M. (SOUTH SIDE) (A GENERAL ORDINANCE OF THE CITY OF OSHKOSH AMENDING SECTION 27A-11 OF THE OSHKOSH MUNICIPAL CODE PERTAINING TO PARKING REGULATIONS ON DESIGNATED STREETS AND ALLEYS). The ordinance updates the timed no parking restrictions on the south side of Smith Avenue from Ontario Street to Vinland Street during the hours of 7:30 a.m. to 4:00 p.m. on school days. The full text of the ordinance may be obtained at the Office of the City Clerk, 215 Church Avenue and through the City’s website at www.ci.oshkosh.wi.us. Clerk’s phone: 920/236-5011. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Jim Collins, Transportation Director DATE: April 21, 2023 RE: Extend no parking during school hours on Smith Avenue to 4:00 p.m. (south side) Ord 23-214 BACKGROUND The school dismissal time at North High has changed throughout the years to 3:33 p.m. so the extension of no parking until 4:00 p.m. is needed to better align with the extremely congested pick-up time period. ANALYSIS The recommended change will assist school buses that are having a difficult time maneuvering around the parked cars in this area. FISCAL IMPACT The fiscal impact of these ordinances is the cost of signage. The signage cost would come out of the Sign Department operational budget. RECOMMENDATION I recommend that the Common Council approve these modifications to Section 27A-11 and of the Municipal Code pertaining to parking regulations on designated streets and alleys. Respectfully Submitted, Approved: Jim Collins, Transportation Director Mark A. Rohloff, City Manager APRIL 25, 2023 23-215 RESOLUTION (CARRIED 6 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: INITIAL RESOLUTION AUTHORIZING GENERAL OBLIGATION BONDS OF THE CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, FOR THE PUBLIC PURPOSES OF (I) STREET IMPROVEMENTS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,355,000, (II) CONSTRUCTING POLICE FACILITIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3,095,000, (III) FIRE ENGINES AND OTHER EQUIPMENT OF THE FIRE DEPARTMENT AND FOR CONSTRUCTION OF ENGINE HOUSES, AND FOR PUMPS, WATER MAINS, RESERVOIRS AND ALL OTHER REASONABLE FACILITIES FOR FIRE PROTECTION APPARATUS OR EQUIPMENT FOR FIRE PROTECTION BUILDINGS FOR THE HOUSING OF MACHINERY AND EQUIPMENT IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $785,000, (IV) ACQUIRING, CONSTRUCTING AND IMPROVING LIBRARIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $560,000, AND (V) PARKING LOTS AND OTHER PARKING FACILITIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $610,000 INITIATED BY: FINANCE DEPARTMENT BE IT RESOLVED by the Common Council of the City of Oshkosh, Winnebago County, Wisconsin (the “City”), that there shall be issued general obligation bonds of said City to finance the public purposes of (i) street improvements in an aggregate principal amount not to exceed $1,355,000, (ii) constructing police facilities in an aggregate principal amount not to exceed $3,095,000, (iii) fire engines and other equipment of the fire department and for construction of engine houses, and for pumps, water mains, reservoirs and all other reasonable facilities for fire protection apparatus or equipment for fire protection buildings for the housing of machinery and equipment in an aggregate principal amount not to exceed $785,000, (iv) acquiring, constructing and improving libraries in an aggregate principal amount not to exceed $560,000, and (v) parking lots and other parking facilities in an aggregate principal amount not to exceed $610,000. For the purpose of paying the various installments of principal of and interest on said bonds as they severally mature, prior to the issuance and delivery of said bonds there shall be levied on all taxable property in the City a direct annual irrepealable tax sufficient for that purpose. The City Clerk of the City is hereby directed to publish notice of adoption of this initial resolution one time in the Oshkosh Northwestern, the same being the official newspaper of the City, not later than the official city newspaper, not later than May 10, 2023, such notice to be in substantially the following form: OFFICIAL NOTICE TO ELECTORS OF ADOPTION OF INITIAL RESOLUTION An initial resolution was adopted at the regular meeting of the Common Council of the City of Oshkosh, Winnebago County, Wisconsin (the “City”), on April 25, 2023, and promptly recorded, providing for the issuance of general obligation bonds of the City in the amount and for the public purposes, as follows: AMOUNT PURPOSE $1,355,000 Street improvements 3,095,000 Construction of police facilities 785,000 Fire engines and other equipment of the fire department and for construction of engine houses, and for pumps, water mains, reservoirs and all other reasonable facilities for fire protection apparatus or equipment for fire protection buildings for the housing of machinery and equipment 560,000 Acquiring, constructing and improving libraries 610,000 Parking lots and other parking facilities For the purpose of paying the various installments of principal of and interest on the aforesaid bonds as they severally mature, prior to their issuance and delivery there shall be levied on all taxable property in the City a direct annual irrepealable tax sufficient for that purpose. The bonds authorized to be issued by the various initial resolutions set out above, shall be issued by the City of Oshkosh unless, before 4:00 o’clock P.M. on May 25, 2023, a petition is filed in the office of the City Clerk by electors numbering at least ten percent (10%) of the votes cast for governor in the City at the last general election requesting that the initial resolution be submitted to the electors. Dated: April 25, 2023 City Clerk Finance Department City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Russ Van Gompel, Finance Director DATE: April 25, 2023 RE: Approve Initial Resolution authorizing general obligation bonds of the City of Oshkosh, Winnebago County, Wisconsin, for the public purposes of (i) street improvements in an aggregate principal amount not to exceed $1,355,000, (ii) constructing police facilities in an aggregate principal amount not to exceed $3,095,000, (iii) fire engines and other equipment of the fire department and for construction of engine houses, and for pumps, water mains, reservoirs and all other reasonable facilities for fire protection apparatus or equipment for fire protection buildings for the housing of machinery and equipment in an aggregate principal amount not to exceed $785,000, (iv) acquiring, constructing and improving libraries in an aggregate principal amount not to exceed $560,000, and (v) parking lots and other parking facilities in an aggregate principal amount not to exceed $610,000. Approve Resolution directing the advertisement and sale of approximately $6,405,000 aggregate principal amount of General Obligation Corporate Purpose Bonds, Series 2023-A. BACKGROUND In order to borrow money through the bonding process, the City Council is requested to consider two separate resolutions. The first resolution, “Initial Resolution authorizing not exceeding $6,405,000 general obligation bonds”, is required by state statute whenever bonds are issued for new debt or projects. The second resolution authorizes staff to proceed with the preparation and documentation needed to sell the bonds and receive the proceeds. The sale of the bonds and notes will occur at least 30 days after the initial resolution is authorized. ANALYSIS The currently proposed general obligation borrowing, of $6,405,000, includes the following: Up to $1,355,000 of bonds will be issued for the public purpose of street improvements, $3,095,000 of bonds for constructing police facilities, $785,000 of bonds for fire engines and other Finance Department City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us equipment, $560,000 of bonds for acquiring, constructing and improving libraries, and $610,000 of bonds for parking lots and facilities projects. FISCAL IMPACT The above amounts, if borrowed, will be added to the City’s outstanding debt obligations, and funded through the applicable budgets. The sources and uses of funds, the proposed debt service schedule, the estimated debt service comparison and other information is contained in the pre-sale reports for each type of issuance as prepared by Ehlers which is attached for your information. RECOMMENDATION Staff recommends adoption of both of the above noted resolutions. Respectfully Submitted, Approved: Russ Van Gompel Mark Rohloff Finance Director City Manager April 25, 2023 PRE-SALE REPORT FOR City of Oshkosh, Wisconsin $7,430,000 Water System Revenue Bonds, Series 2023C Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Advisors: Todd Taves, Senior Municipal Advisor Harry Allen, Associate Municipal Advisor Jon Cameron, Senior Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 1 Proposed Issue: $7,430,000 Water System Revenue Bonds, Series 2023C (the “Bonds”). Purposes: The proposed issue includes financing for construction of water system improvements. Debt service will be paid from water revenues. Authority: The Bonds are being issued pursuant to Wisconsin Statute 66.0621. The Bonds are not general obligations of the City but are payable only from and secured by a pledge of income and revenue to be derived from the operation of the Water System. Term/Call Feature: The Bonds are being issued for a term of 20 years. Principal on the Bonds will be due on January 1 in the years 2024 through 2043. Interest is payable every six months beginning January 1, 2024. The Bonds will be subject to prepayment at the discretion of the City on January 1, 2033 or any date thereafter. Bank Qualification: Because the City is issuing, or expects to issue, more than $10,000,000 in tax-exempt obligations during the calendar year, the City will be not able to designate the Bonds as “bank qualified” obligations. Rating: The City’s most recent bond issues were rated by Moody’s Investors Service. The current rating on those bonds is “Aa3”. The City will request a new rating for the Bonds. If the winning bidder on the Bonds elects to purchase bond insurance, the rating for the issue may be higher than the City's bond rating in the event that the bond rating of the insurer is higher than that of the City. EXECUTIVE SUMMARY OF PROPOSED DEBT Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 2 Basis for Recommendation: Based on your objectives, financial situation and need, risk tolerance, liquidity needs, experience with the issuance of Bonds and long-term financial capacity, as well as the tax status considerations related to the Bonds and the structure, timing and other similar matters related to the Bonds, we are recommending the issuance of Bonds as a suitable option. Method of Sale/Placement: We are recommending the Bonds be issued as municipal securities and offered through a competitive underwriting process. We will solicit competitive bids for the purchase of the Bonds from underwriters and banks. We will include an allowance for discount bidding in the terms of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of their compensation in the transaction. If the Bonds are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to reduce your borrowing amount. Premium Pricing: In some cases, investors in municipal bonds prefer “premium” pricing structures. A premium is achieved when the coupon for any maturity (the interest rate paid by the issuer) exceeds the yield to the investor, resulting in a price paid that is greater than the face value of the bonds. The sum of the amounts paid in excess of face value is considered “reoffering premium.” The underwriter of the bonds will retain a portion of this reoffering premium as their compensation (or “discount”) but will pay the remainder of the premium to the City. For this issue of Bonds, any premium amount received may: be retained; used to reduce the issue size; or combination thereof. These adjustments may slightly change the true interest cost of the original bid, either up or down. We anticipate using any premium amounts received to reduce the issue size. The amount of premium allowed can be restricted in the bid specifications. Restrictions on premium may result in fewer bids, but may also eliminate large adjustments on the day of sale and unintended results with respect to debt service payment impacts. Ehlers will identify appropriate premium restrictions for the Bonds intended to achieve the City’s objectives for this financing. Parameters: The City Council will consider adoption of a Parameters Resolution on May 23, 2023, which delegates authority to the Finance Director or Assistant Finance Director to accept and approve a bid for the Bonds so long as the bid meets certain parameters. These parameters are: * Issue size not to exceed $7,430,000 * Minimum Bid of 98.75% Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 3 * Maximum True Interest Cost (TIC) of 5.00% * Maximum annual debt service not to exceed $650,000 per maturity Other Considerations: The Bonds will be offered with the option of the successful bidder utilizing a term bond structure. By offering underwriters the option to “term up” some of the maturities at the time of the sale, it gives them more flexibility in finding a market for your Bonds. This makes your issue more marketable, which can result in lower borrowing costs. In the event that the successful bidder utilizes a term bond structure, we recommend the City retain a paying agent to handle responsibility for processing mandatory redemption/call notices associated with term bonds. Review of Existing Debt: We have reviewed all outstanding indebtedness for the City and find that there are no refunding opportunities at this time. We will continue to monitor the market and the call dates for the City’s outstanding debt and will alert you to any future refunding opportunities. Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt (including this issue) and this issue is over $1,000,000, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually, as well as providing notices of the occurrence of certain reportable events to the Municipal Securities Rulemaking Board (the “MSRB”), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: The City must ensure compliance with certain sections of the Internal Revenue Code and Treasury Regulations (“Arbitrage Rules”) throughout the life of the issue to maintain the tax- exempt status of the Bonds. These Arbitrage Rules apply to amounts held in construction, escrow, reserve, debt service account(s), etc., along with related investment income on each fund/account. IRS audits will verify compliance with rebate, yield restriction and records retention requirements within the Arbitrage Rules. The City’s specific arbitrage responsibilities will be detailed in the Tax Exemption Certificate and Agreement (the “Tax Compliance Document”) prepared by your Bond Attorney and provided at closing. The Bonds may qualify for one or more exception(s) to the Arbitrage Rules by meeting 1) small issuer exception, 2) spend down requirements, 3) bona fide debt service fund limits, 4) reasonable reserve requirements, 5) expenditure within an available period limitations, 6) investments yield restrictions, 7) de minimis rules, or; 8) borrower limited requirements. We recommend that the City review its specific responsibilities related to the Bonds with an arbitrage expert in order to utilize one or more of the exceptions listed above. We also Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 4 recommend that you establish written procedures regarding compliance with IRS rules and/or contract with Ehlers to assist you. Investment of Bond Proceeds: Ehlers can assist the City in developing a strategy to invest your Bond proceeds until the funds are needed to pay project costs. Risk Factors: Utility Revenue: In the event utility revenues are insufficient to pay debt service, the City Council is committing to consider appropriating funds from any other available sources in an amount sufficient to cover the shortfall. If it chooses to do so, the City may levy a tax to make up a shortfall. Any amount levied for this purpose is exempted from levy limits. While the City is not required to appropriate the funds necessary to remedy any shortfall in revenues needed to pay debt service, failure to do so would result in either a lack of access to capital markets in the future, or access at a substantially higher cost. Other Service Providers: This debt issuance will require the engagement of other public finance service providers. This section identifies those other service providers, so Ehlers can coordinate their engagement on your behalf. Where you have previously used a particular firm to provide a service, we have assumed that you will continue that relationship. For services you have not previously required, we have identified a service provider. Fees charged by these service providers will be paid from proceeds of the obligation, unless you notify us that you wish to pay them from other sources. Our pre-sale bond sizing includes a good faith estimate of these fees, but the final fees may vary. If you have any questions pertaining to the identified service providers or their role, or if you would like to use a different service provider for any of the listed services please contact us. Bond Counsel: Chapman and Cutler LLP Paying Agent: U.S. Bank Trust Company, National Association Rating Agency: Moody's Investors Service, Inc. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 5 Pre-Sale Review by City Council: April 25, 2023 Conference with Rating Agency: May 16, 2023 Due Diligence Call to review Official Statement: May 16, 2023 Distribute Official Statement: May 24, 2023 Designated Officials Award Sale of the Bonds: May 31, 2023 Estimated Closing Date: June 22, 2023 Attachments Estimated Sources and Uses of Funds Estimated Proposed Debt Service Schedule Bond Buyer Index – 10-year EHLERS’ CONTACTS Todd Taves, Senior Municipal Advisor (262)796-6173 Harry Allen, Associate Municipal Advisor (262)796-6182 Jon Cameron, Senior Municipal Advisor (262) 796-6179 Sue Porter, Senior Public Finance Analyst/Marketing Coordinator (262)796-6167 Kathy Myers, Senior Financial Analyst (262)796-6177 PROPOSED DEBT ISSUANCE SCHEDULE EHLERS’ CONTACTS Presale Estimate Sale 5-31-2023 Est. Dated 6-22-2023 Water System Revenue Bonds Series 2023C Tax-Exempt Capital Projects1 10,545,500$ Less: Cash on Hand Contribution (3,602,000)$ Reserve Fund Adjustments New Reserve Fund Requirement 4,715,580$ Less Current Reserve Requirement (4,354,743)$ Net Deposit to Reserve Fund Required 360,837$ Estimated Issuance Expenses Ehlers (Municipal Advisor)39,600$ Chapman & Cutler (Bond Counsel)21,000$ Maximum Discount (Bid Item) @ 1.25%92,875$ Moody's Investors Service (Rating Fee)20,000$ U.S. Bank (Paying Agent)1,000$ TOTAL TO BE FINANCED 7,478,812$ Estimated Interest Earnings2 (52,539)$ Rounding 3,727$ NET BOND SIZE 7,430,000$ NOTES: 1Capital projects amounts taken from City of Oshkosh 2023 Budget. 2023 Revenue Bond Sizing Worksheet 2Assumes temporary investment of available new money proceeds at 4.54% for 60 days. (February 2023 LGIP Rate). Page 6 Schedule of Water Utility Revenue Debt Outstanding Plus Proposed 2023 Issue As of January 1, 2023 Amount Dated Paying Agent Callable Callable Amt Rate/Term 3.44% ‐ 4.22%2024‐2043 Year Principal Interest Total Prin (1/1)Rate1 Interest Total Net Revs2 1.2X Req'd Rev P&I G.O. P&I Total Net Revs2 Year 2023 4,363,901 1,739,495 6,103,397 0 6,103,397 8,379,110 1.37 6,103,397 497,800 6,601,197 8,379,110 1.27 2023 2024 4,338,809 1,613,717 5,952,525 250,000 3.850%285,961 535,961 6,488,486 8,379,110 1.29 6,488,486 389,700 6,878,186 8,379,110 1.22 2024 2025 4,298,950 1,473,637 5,772,587 265,000 3.770%269,061 534,061 6,306,647 8,379,110 1.33 6,306,647 249,425 6,556,072 8,379,110 1.28 2025 2026 4,429,331 1,337,977 5,767,308 275,000 3.620%259,088 534,088 6,301,396 8,379,110 1.33 6,301,396 252,994 6,554,389 8,379,110 1.28 2026 2027 3,854,958 1,203,159 5,058,116 285,000 3.520%249,095 534,095 5,592,211 8,379,110 1.50 5,592,211 150,434 5,742,645 8,379,110 1.46 2027 2028 3,830,836 1,073,918 4,904,753 300,000 3.500%238,829 538,829 5,443,582 8,379,110 1.54 5,443,582 151,544 5,595,126 8,379,110 1.50 2028 2029 3,495,000 948,191 4,443,191 310,000 3.470%228,200 538,200 4,981,391 8,379,110 1.68 4,981,391 47,569 5,028,959 8,379,110 1.67 2029 2030 3,595,000 824,972 4,419,972 320,000 3.450%217,302 537,302 4,957,273 8,379,110 1.69 4,957,273 51,478 5,008,752 8,379,110 1.67 2030 2031 3,305,000 708,528 4,013,528 330,000 3.450%206,089 536,089 4,549,617 8,379,110 1.84 4,549,617 50,269 4,599,886 8,379,110 1.82 2031 2032 3,095,000 604,256 3,699,256 340,000 3.440%194,549 534,549 4,233,805 8,379,110 1.98 4,233,805 53,900 4,287,705 8,379,110 1.95 2032 2033 2,875,000 509,706 3,384,706 355,000 3.480%182,524 537,524 3,922,230 8,379,110 2.14 3,922,230 52,400 3,974,630 8,379,110 2.11 2033 2034 2,770,000 422,656 3,192,656 365,000 3.560%169,850 534,850 3,727,506 8,379,110 2.25 3,727,506 55,825 3,783,331 8,379,110 2.21 2034 2035 2,700,000 340,959 3,040,959 380,000 3.690%156,342 536,342 3,577,301 8,379,110 2.34 3,577,301 0 3,577,301 8,379,110 2.34 2035 2036 2,315,000 267,906 2,582,906 395,000 3.840%141,747 536,747 3,119,653 8,379,110 2.69 3,119,653 0 3,119,653 8,379,110 2.69 2036 2037 1,945,000 205,506 2,150,506 410,000 3.970%126,024 536,024 2,686,530 8,379,110 3.12 2,686,530 0 2,686,530 8,379,110 3.12 2037 2038 1,465,000 155,231 1,620,231 425,000 4.040%109,301 534,301 2,154,532 8,379,110 3.89 2,154,532 0 2,154,532 8,379,110 3.89 2038 2039 1,510,000 111,869 1,621,869 445,000 4.070%91,660 536,660 2,158,529 8,379,110 3.88 2,158,529 0 2,158,529 8,379,110 3.88 2039 2040 1,235,000 71,666 1,306,666 465,000 4.110%73,048 538,048 1,844,714 8,379,110 4.54 1,844,714 0 1,844,714 8,379,110 4.54 2040 2041 920,000 38,700 958,700 485,000 4.150%53,429 538,429 1,497,129 8,379,110 5.60 1,497,129 0 1,497,129 8,379,110 5.60 2041 2042 595,000 11,900 606,900 505,000 4.200%32,760 537,760 1,144,660 8,379,110 7.32 1,144,660 0 1,144,660 8,379,110 7.32 2042 2043 0 0 0 525,000 4.220%11,078 536,078 536,078 8,379,110 15.63 536,078 0 536,078 8,379,110 15.63 2043 56,936,784 13,663,949 70,600,733 7,430,000 3,295,931 10,725,931 81,326,664 81,326,664 2,003,338 83,330,001 NOTES: 1Estimated rates are 3-10-2023 B-Val AAA scale plus 0.95%. 2Net revenue calculation based the City's 2021 audited financial statements. = Maturities Subject to Optional Redemption 22‐Jun‐23 Debt Service CoverageIssue Existing Water Revenue Debt Water System Revenue Bonds, Series 2023D Existing + Future Issues Debt Service Coverage Total Utility Debt $7,430,000 TBD 01‐Jan‐33 Presale Estimate $4,400,000 Page 7 10 YEAR TREND IN MUNICIPAL BOND INDICES Source: The Bond Buyer The Bond Buyer “20 Bond Index” (BBI) shows average yields on a group of municipal bonds that mature in 20 years and have an average rating equivalent to Moody’s Aa2 and S&P’s AA. Page 8 April 25, 2023 PRE-SALE REPORT FOR City of Oshkosh, Wisconsin $6,405,000 General Obligation Corporate Purpose Bonds, Series 2023A Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Advisors: Todd Taves, Senior Municipal Advisor Harry Allen, Associate Municipal Advisor Jon Cameron, Senior Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 1 Proposed Issue: $6,405,000 General Obligation Corporate Purpose Bonds, Series 2023A (the “Bonds”). Purposes: The proposed Bonds will finance (i) street projects, (ii) public safety building, (iii) fire equipment, (iv) library projects, and (v) parking lots and facilities (the “Projects”). Debt service associated with the Projects will be paid from ad valorem property taxes. Authority: The Bonds are being issued pursuant to Wisconsin Statute 67.04 and will be general obligations of the City for which its full faith, credit and taxing powers are pledged. The Bonds count against the City’s General Obligation Debt Capacity Limit of 5% of total City Equalized Valuation. Following issuance of the Bonds, the City’s total General Obligation debt principal outstanding will be approximately $138.2 million, which is 51% of its limit. Remaining General Obligation Borrowing Capacity will be approximately $128.6 million. Term/Call Feature: The Bonds are being issued for a term of 20 years. Principal on the Bonds will be due on June 1 in the years 2024 through 2043. Interest is payable every six months beginning June 1, 2024. The Bonds will be subject to prepayment at the discretion of the City on June 1, 2033 or any date thereafter. Bank Qualification: Because the City is issuing, or expects to issue, more than $10,000,000 in tax-exempt obligations during the calendar year, the City will be not able to designate the Bonds as “bank qualified” obligations. Rating: The City’s most recent bond issues were rated by Moody’s Investors Service. The current rating on those bonds is “Aa3”. The City will request a new rating for the Bonds. If the winning bidder on the Bonds elects to purchase bond insurance, the rating for the issue may be higher than the City's bond rating in the event that the bond rating of the insurer is higher than that of the City. EXECUTIVE SUMMARY OF PROPOSED DEBT Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 2 Basis for Recommendation: Based on your objectives, financial situation and need, risk tolerance, liquidity needs, experience with the issuance of Bonds and long-term financial capacity, as well as the tax status considerations related to the Bonds and the structure, timing and other similar matters related to the Bonds, we are recommending the issuance of Bonds as a suitable option. Method of Sale/Placement: We are recommending the Bonds be issued as municipal securities and offered through a competitive underwriting process. We will solicit competitive bids for the purchase of the Bonds from underwriters and banks. We will include an allowance for discount bidding in the terms of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of their compensation in the transaction. If the Bonds are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to reduce your borrowing amount. Premium Pricing: In some cases, investors in municipal bonds prefer “premium” pricing structures. A premium is achieved when the coupon for any maturity (the interest rate paid by the issuer) exceeds the yield to the investor, resulting in a price paid that is greater than the face value of the bonds. The sum of the amounts paid in excess of face value is considered “reoffering premium.” The underwriter of the bonds will retain a portion of this reoffering premium as their compensation (or “discount”) but will pay the remainder of the premium to the City. For this issue of Bonds, any premium amount received that is in excess of the underwriting discount and any capitalized interest amounts must be placed in the debt service fund and used to pay a portion of the interest payments due on the Bonds. We anticipate using any premium amounts received to reduce the issue size. The amount of premium allowed can be restricted in the bid specifications. Restrictions on premium may result in fewer bids, but may also eliminate large adjustments on the day of sale and unintended results with respect to debt service payment impacts. Ehlers will identify appropriate premium restrictions for the Bonds intended to achieve the City’s objectives for this financing. Parameters: The City Council will consider adoption of a Parameters Resolution on May 23, 2023, which delegates authority to the Finance Director or Assistant Finance Director to accept and approve a bid for the Bonds so long as the bid meets certain parameters. These parameters are: * Issue size not to exceed $6,405,000 * Minimum Bid of 98.75% Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 3 * Maximum True Interest Cost (TIC) of 5.00% * Maximum annual debt service levy not to exceed $600,000 per maturity Other Considerations: The Bonds will be offered with the option of the successful bidder utilizing a term bond structure. By offering underwriters the option to “term up” some of the maturities at the time of the sale, it gives them more flexibility in finding a market for your Bonds. This makes your issue more marketable, which can result in lower borrowing costs. In the event that the successful bidder utilizes a term bond structure, we recommend the City retain a paying agent to handle responsibility for processing mandatory redemption/call notices associated with term bonds. Review of Existing Debt: We have reviewed all outstanding indebtedness for the City and find that there are no refunding opportunities at this time. We will continue to monitor the market and the call dates for the City’s outstanding debt and will alert you to any future refunding opportunities. Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt (including this issue) and this issue is over $1,000,000, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually, as well as providing notices of the occurrence of certain reportable events to the Municipal Securities Rulemaking Board (the “MSRB”), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: The City must ensure compliance with certain sections of the Internal Revenue Code and Treasury Regulations (“Arbitrage Rules”) throughout the life of the issue to maintain the tax- exempt status of the Bonds. These Arbitrage Rules apply to amounts held in construction, escrow, reserve, debt service account(s), etc., along with related investment income on each fund/account. IRS audits will verify compliance with rebate, yield restriction and records retention requirements within the Arbitrage Rules. The City’s specific arbitrage responsibilities will be detailed in the Tax Exemption Certificate and Agreement (the “Tax Compliance Document”) prepared by your Bond Attorney and provided at closing. The Bonds may qualify for one or more exception(s) to the Arbitrage Rules by meeting 1) small issuer exception, 2) spend down requirements, 3) bona fide debt service fund limits, 4) reasonable reserve requirements, 5) expenditure within an available period limitations, 6) investments yield restrictions, 7) de minimis rules, or; 8) borrower limited requirements. We recommend that the City review its specific responsibilities related to the Bonds with an arbitrage expert in order to utilize one or more of the exceptions listed above. We also Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 4 We recommend that the City review its specific responsibilities related to the Bonds with an arbitrage expert in order to utilize one or more of the exceptions listed above. We also recommend that you establish written procedures regarding compliance with IRS rules and/or contract with Ehlers to assist you. Investment of Bond Proceeds: Ehlers can assist the City in developing a strategy to invest your Bond proceeds until the funds are needed to pay project costs. Other Service Providers: This debt issuance will require the engagement of other public finance service providers. This section identifies those other service providers, so Ehlers can coordinate their engagement on your behalf. Where you have previously used a particular firm to provide a service, we have assumed that you will continue that relationship. For services you have not previously required, we have identified a service provider. Fees charged by these service providers will be paid from proceeds of the obligation, unless you notify us that you wish to pay them from other sources. Our pre-sale bond sizing includes a good faith estimate of these fees, but the final fees may vary. If you have any questions pertaining to the identified service providers or their role, or if you would like to use a different service provider for any of the listed services please contact us. Bond Counsel: Chapman and Cutler LLP Paying Agent: U.S. Bank Trust Company, National Association Rating Agency: Moody's Investors Service, Inc. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 5 Pre-Sale Review by City Council: April 25, 2023 Conference with Rating Agency: May 16, 2023 Due Diligence Call to review Official Statement: May 16, 2023 Distribute Official Statement: May 24, 2023 Designated Officials Award Sale of the Bonds: May 31, 2023 Estimated Closing Date: June 22, 2023 Attachments Estimated Sources and Uses of Funds Estimated Bond Structure Estimated Debt Service Schedule by Purpose Current and Projected Debt Limit and Debt Burden Calculations Bond Buyer Index – 10-year EHLERS’ CONTACTS Todd Taves, Senior Municipal Advisor (262)796-6173 Harry Allen, Associate Municipal Advisor (262)796-6182 Jon Cameron, Senior Municipal Advisor (262) 796-6179 Sue Porter, Senior Public Finance Analyst/Marketing Coordinator (262)796-6167 Kathy Myers, Senior Financial Analyst (262)796-6177 PROPOSED DEBT ISSUANCE SCHEDULE EHLERS’ CONTACTS Presale Estimate Sale 5-31-2023 Est. Dated 6-22-2023 G.O. Corporate Purpose Bonds Series 2023A Tax-Exempt Capital Projects1 6,308,800$ Estimated Issuance Expenses Ehlers (Municipal Advisor)21,100$ Chapman & Cutler (Bond Counsel)19,000$ Maximum Discount (Bid Item)2 80,063$ Moody's Investors Service (Rating Fee)19,500$ U.S. Bank (Paying Agent)1,000$ TOTAL TO BE FINANCED 6,449,463$ Estimated Interest Earnings3 (47,737)$ Rounding 3,274$ NET BOND OR NOTE SIZE 6,405,000$ NOTES: 1Capital projects amounts taken from City of Oshkosh 2023 Budget and CIP. 2Maximum allowable discount of 1.25% for the Series 2023A Bonds. 2023 General Obligation Sizing Worksheet 3Assumes temporary investment of available new money proceeds at 4.54% for 60 days. (February 2023 LGIP Rate). Page 6 Year Prin (6/1)Est. Rate3 Interest Total Year 2023 5,207,453,893 21,146,590 (7,715,890)13,430,700 2.58 13,430,700 2.58 2023 2024 5,388,500,624 18,793,498 (4,552,424)14,241,074 2.64 125,000 3.650% 331,522 456,522 14,697,596 2.73 2024 2025 5,575,841,779 17,274,187 (3,981,941)13,292,246 2.38 235,000 3.570% 222,782 457,782 13,750,029 2.47 2025 2026 5,769,696,194 15,527,604 (3,428,385)12,099,219 2.10 245,000 3.420% 214,398 459,398 12,558,617 2.18 2026 2027 5,970,290,316 14,056,697 (2,859,656)11,197,041 1.88 255,000 3.320% 205,976 460,976 11,658,016 1.95 2027 2028 6,177,858,461 12,558,960 (2,374,245)10,184,716 1.65 265,000 3.300% 197,370 462,370 10,647,086 1.72 2028 2029 6,392,643,096 10,211,679 (1,197,192)9,014,487 1.41 275,000 3.270% 188,501 463,501 9,477,989 1.48 2029 2030 6,614,895,114 10,144,976 (1,192,298)8,952,678 1.35 280,000 3.250% 179,455 459,455 9,412,133 1.42 2030 2031 6,844,874,133 8,612,410 (934,248)7,678,163 1.12 290,000 3.250% 170,193 460,193 8,138,355 1.19 2031 2032 7,082,848,797 7,127,754 (570,429)6,557,325 0.93 300,000 3.240% 160,620 460,620 7,017,945 0.99 2032 2033 7,329,097,089 6,027,931 (562,925)5,465,006 0.75 310,000 3.280% 150,676 460,676 5,925,682 0.81 2033 2034 7,583,906,656 4,929,150 (464,200)4,464,950 0.59 325,000 3.360% 140,132 465,132 4,930,082 0.65 2034 2035 7,847,575,147 3,502,469 (250,350)3,252,119 0.41 330,000 3.490% 128,914 458,914 3,711,032 0.47 2035 2036 8,120,410,560 3,099,109 (146,450)2,952,659 0.36 345,000 3.640% 116,876 461,876 3,414,535 0.42 2036 2037 8,402,731,598 2,713,697 0 2,713,697 0.32 360,000 3.770% 103,811 463,811 3,177,508 0.38 2037 2038 8,694,868,048 2,408,422 0 2,408,422 0.28 375,000 3.840% 89,825 464,825 2,873,247 0.33 2038 2039 8,997,161,159 2,219,963 0 2,219,963 0.25 380,000 3.870% 75,272 455,272 2,675,235 0.30 2039 2040 9,309,964,048 2,208,688 0 2,208,688 0.24 405,000 3.910% 60,001 465,001 2,673,689 0.29 2040 2041 9,633,642,106 1,966,656 0 1,966,656 0.20 415,000 3.950% 43,887 458,887 2,425,544 0.25 2041 2042 9,968,573,4270000.00 435,000 4.000% 26,991 461,991 461,991 0.05 2042 2043 10,315,149,2540000.00 455,000 4.020% 9,146 464,146 464,146 0.04 2043 TOTALS 164,530,440 (30,230,631)134,299,809 6,405,000 2,816,347 9,221,347 143,521,155 TOTALS NOTES: Maturities Subject to Optional Redemption 1Value shown for 2023 is 1-1-2022 actual TID OUT EV. Assumes an 3.48% increase each year thereafter which is 50% of the actual past five year average increase. 2Includes General Obligation debt, room-tax secured State Trust Fund Loan, and TID 31 SBA Loan. 3Estimated rates are 3-10-2023 B-Val AAA scale plus 0.75%. Presale Estimate2023 G.O. Bond Structure Worksheet Existing Debt Only Proposed 2023 Issue Projected Equalized Value1 Debt P&I2 Total Abatement Sources Net Tax Levy for Debt Net Tax Rate for Debt G.O. Corporate Purpose Bonds, Series 2023A Net Tax Levy for Debt Net Tax Rate for DebtDated 6/22/2023 $6,405,000 Page 7 YEAR Prin (6/1)Est. Rate1 Interest Total Prin (6/1)Est. Rate1 Interest Total Prin (6/1)Est. Rate1 Interest Total Prin (6/1)Est. Rate1 Interest Total Prin (6/1)Est. Rate1 Interest Total Prin (6/1) Rate Interest Total YEAR 2024 25,000 3.65% 70,137 95,137 65,000 3.650% 160,135 225,135 15,000 3.650% 40,618 55,618 10,000 3.650%29,026 39,026 10,000 3.650% 31,606 41,606 125,000 3.650% 331,522 456,522 2024 2025 50,000 3.57% 47,162 97,162 115,000 3.570% 107,474 222,474 30,000 3.570% 27,281 57,281 20,000 3.570%19,538 39,538 20,000 3.570% 21,328 41,328 235,000 3.570% 222,782 457,782 2025 2026 50,000 3.42% 45,414 95,414 120,000 3.420% 103,369 223,369 30,000 3.420% 26,233 56,233 20,000 3.420%18,839 38,839 25,000 3.420% 20,544 45,544 245,000 3.420% 214,398 459,398 2026 2027 55,000 3.32% 43,646 98,646 125,000 3.320% 99,242 224,242 30,000 3.320% 25,222 55,222 20,000 3.320%18,165 38,165 25,000 3.320% 19,701 44,701 255,000 3.320% 205,976 460,976 2027 2028 55,000 3.30% 41,826 96,826 125,000 3.300% 95,105 220,105 35,000 3.300% 24,146 59,146 25,000 3.300%17,421 42,421 25,000 3.300% 18,874 43,874 265,000 3.300% 197,370 462,370 2028 2029 60,000 3.27% 39,937 99,937 130,000 3.270% 90,917 220,917 35,000 3.270% 22,996 57,996 25,000 3.270%16,599 41,599 25,000 3.270% 18,052 43,052 275,000 3.270% 188,501 463,501 2029 2030 60,000 3.25% 37,981 97,981 135,000 3.250% 86,597 221,597 35,000 3.250% 21,855 56,855 25,000 3.250%15,784 40,784 25,000 3.250% 17,237 42,237 280,000 3.250% 179,455 459,455 2030 2031 60,000 3.25% 36,031 96,031 140,000 3.250% 82,129 222,129 35,000 3.250% 20,718 55,718 25,000 3.250%14,972 39,972 30,000 3.250% 16,344 46,344 290,000 3.250% 170,193 460,193 2031 2032 65,000 3.24% 34,003 99,003 145,000 3.240% 77,505 222,505 35,000 3.240% 19,582 54,582 25,000 3.240%14,161 39,161 30,000 3.240% 15,370 45,370 300,000 3.240% 160,620 460,620 2032 2033 65,000 3.28% 31,884 96,884 150,000 3.280% 72,696 222,696 40,000 3.280% 18,359 58,359 25,000 3.280%13,346 38,346 30,000 3.280% 14,392 44,392 310,000 3.280% 150,676 460,676 2033 2034 70,000 3.36% 29,642 99,642 155,000 3.360% 67,632 222,632 40,000 3.360% 17,031 57,031 30,000 3.360%12,432 42,432 30,000 3.360% 13,396 43,396 325,000 3.360% 140,132 465,132 2034 2035 70,000 3.49% 27,245 97,245 160,000 3.490% 62,236 222,236 40,000 3.490% 15,661 55,661 30,000 3.490%11,404 41,404 30,000 3.490% 12,369 42,369 330,000 3.490% 128,914 458,914 2035 2036 75,000 3.64% 24,658 99,658 165,000 3.640% 56,441 221,441 40,000 3.640% 14,235 54,235 30,000 3.640%10,335 40,335 35,000 3.640% 11,208 46,208 345,000 3.640% 116,876 461,876 2036 2037 75,000 3.77% 21,879 96,879 175,000 3.770% 50,139 225,139 45,000 3.770% 12,659 57,659 30,000 3.770% 9,223 39,223 35,000 3.770% 9,911 44,911 360,000 3.770% 103,811 463,811 2037 2038 80,000 3.84% 18,930 98,930 180,000 3.840% 43,384 223,384 45,000 3.840% 10,947 55,947 35,000 3.840% 7,986 42,986 35,000 3.840% 8,580 43,580 375,000 3.840% 89,825 464,825 2038 2039 80,000 3.87% 15,846 95,846 185,000 3.870% 36,348 221,348 45,000 3.870% 9,212 54,212 35,000 3.870% 6,636 41,636 35,000 3.870% 7,230 42,230 380,000 3.870% 75,272 455,272 2039 2040 85,000 3.91% 12,636 97,636 195,000 3.910% 28,956 223,956 50,000 3.910% 7,364 57,364 35,000 3.910% 5,275 40,275 40,000 3.910% 5,771 45,771 405,000 3.910% 60,001 465,001 2040 2041 90,000 3.95% 9,197 99,197 200,000 3.950% 21,194 221,194 50,000 3.950% 5,399 55,399 35,000 3.950% 3,899 38,899 40,000 3.950% 4,199 44,199 415,000 3.950% 43,887 458,887 2041 2042 90,000 4.00% 5,619 95,619 210,000 4.000% 13,044 223,044 55,000 4.000% 3,311 58,311 40,000 4.000% 2,408 42,408 40,000 4.000% 2,609 42,609 435,000 4.000% 26,991 461,991 2042 2043 95,000 4.02% 1,910 96,910 220,000 4.020% 4,422 224,422 55,000 4.020% 1,106 56,106 40,000 4.020%804 40,804 45,000 4.020%905 45,905 455,000 4.020% 9,146 464,146 2043 TOTALS 1,355,000 595,580 1,950,580 3,095,000 1,358,961 4,453,961 785,000 343,931 1,128,931 560,000 248,250 808,250 610,000 269,624 879,624 6,405,000 2,816,347 9,221,347 TOTALS NOTES: 1Estimated rates are 3-10-2023 B-Val AAA scale plus 0.75%.Presale Estimate Streets Portion Total Issue Estimated Debt Service Proposed G.O. Corporate Purpose Bonds, Series 2023A Debt Service Breakdown by Purpose Police Safety Building Portion Fire Equipment Portion Library Portion Parking Lots and Facilities Portion Page 8 2022 5,336,259,600 266,812,980 135,289,511 50.71%135,289,511 50.71%(7,095,000)128,194,511 2.40%Moderate 2022 2023 5,521,784,499 276,089,225 119,242,191 43.19%6,405,000 125,647,191 45.51%(5,470,000)120,177,191 2.18%Moderate 2023 2024 5,713,759,514 285,687,976 104,498,109 36.58%6,280,000 110,778,109 38.78%(4,120,000)106,658,109 1.87%Moderate 2024 2025 5,912,408,893 295,620,445 90,825,149 30.72%6,045,000 96,870,149 32.77%(3,035,000)93,835,149 1.59%Strong 2025 2026 6,117,964,684 305,898,234 78,505,000 25.66%5,800,000 84,305,000 27.56%(2,030,000)82,275,000 1.34%Strong 2026 2027 6,330,667,001 316,533,350 67,270,000 21.25%5,545,000 72,815,000 23.00%(1,360,000)71,455,000 1.13%Strong 2027 2028 6,550,764,307 327,538,215 56,930,000 17.38%5,280,000 62,210,000 18.99%(690,000)61,520,000 0.94%Strong 2028 2029 6,778,513,700 338,925,685 48,595,000 14.34%5,005,000 53,600,000 15.81%(595,000)53,005,000 0.78%Strong 2029 2030 7,014,181,221 350,709,061 40,055,000 11.42%4,725,000 44,780,000 12.77%(490,000)44,290,000 0.63%Very Strong 2030 2031 7,258,042,158 362,902,108 32,780,000 9.03%4,435,000 37,215,000 10.25%(380,000)36,835,000 0.51%Very Strong 2031 2032 7,510,381,370 375,519,068 26,750,000 7.12%4,135,000 30,885,000 8.22%(265,000)30,620,000 0.41%Very Strong 2032 2033 7,771,493,619 388,574,681 21,605,000 5.56%3,825,000 25,430,000 6.54%(135,000)25,295,000 0.33%Very Strong 2033 2034 8,041,683,917 402,084,196 17,380,000 4.32%3,500,000 20,880,000 5.19%0 20,880,000 0.26%Very Strong 2034 2035 8,321,267,878 416,063,394 14,455,000 3.47%3,170,000 17,625,000 4.24%17,625,000 0.21%Very Strong 2035 2036 8,610,572,091 430,528,605 11,840,000 2.75%2,825,000 14,665,000 3.41%14,665,000 0.17%Very Strong 2036 2037 8,909,934,499 445,496,725 9,525,000 2.14%2,465,000 11,990,000 2.69%11,990,000 0.13%Very Strong 2037 2038 9,219,704,792 460,985,240 7,435,000 1.61%2,090,000 9,525,000 2.07%9,525,000 0.10%Very Strong 2038 2039 9,540,244,820 477,012,241 5,460,000 1.14%1,710,000 7,170,000 1.50%7,170,000 0.08%Very Strong 2039 2040 9,871,929,013 493,596,451 3,425,000 0.69%1,305,000 4,730,000 0.96%4,730,000 0.05%Very Strong 2040 2041 10,215,144,818 510,757,241 1,560,000 0.31%890,000 2,450,000 0.48%2,450,000 0.02%Very Strong 2041 2042 10,570,293,154 528,514,658 0 0.00%455,000 455,000 0.09%455,000 0.00%Very Strong 2042 2043 10,937,788,875 546,889,444 0.00%000.00%0 0.00%Very Strong 2043 2044 11,318,061,263 565,903,063 0.00%0.00%0 0.00%Very Strong 2044 2045 11,711,554,521 585,577,726 0.00%0.00%0 0.00%Very Strong 2045 2046 12,118,728,297 605,936,415 0.00%0.00%0 0.00%Very Strong 2046 2047 12,540,058,220 627,002,911 0.00%0.00%0 0.00%Very Strong 2047 2048 12,976,036,455 648,801,823 0.00%0.00%0 0.00%Very Strong 2048 2049 13,427,172,276 671,358,614 0.00%0.00%0 0.00%Very Strong 2049 NOTES: 1Value shown for 2022 is 1-1-2022 actual TID IN EV. Assumes a 3.48% increase each year thereafter which is 50% of the actual past five year average increase. 2Direct debt burden metric excludes G.O. debt principal allocated to essential purpose utilities (sewer, sanitary sewer, and storm water) provided utility net revenues are sum sufficient to make all debt payments. NET TOTAL DIRECT DEBT BURDEN2 ASSESSMENTYearPROJECTED EV (TID IN)1 DEBT LIMIT @ 5% EXIST DEBT PRIN OUTS % OF LIMIT LESS UTILITY ABATED PROP 2023A BONDS TOTAL DEBT PRIN OUTS % OF LIMIT Existing Debt Only Current and Projected Debt Limit & Debt Burden Calculations With Proposed 2023 Bonds Year Page 9 10 YEAR TREND IN MUNICIPAL BOND INDICES Source: The Bond Buyer The Bond Buyer “20 Bond Index” (BBI) shows average yields on a group of municipal bonds that mature in 20 years and have an average rating equivalent to Moody’s Aa2 and S&P’s AA. Page 10 April 25, 2023 PRE-SALE REPORT FOR City of Oshkosh, Wisconsin $6,055,000 Storm Water Utility Revenue Bonds, Series 2023B Prepared by: Ehlers N19W24400 Riverwood Drive, Suite 100 Waukesha, WI 53188 Advisors: Todd Taves, Senior Municipal Advisor Harry Allen, Associate Municipal Advisor Jon Cameron, Senior Municipal Advisor BUILDING COMMUNITIES. IT’S WHAT WE DO. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 1 Proposed Issue: $6,055,000 Storm Water Utility Revenue Bonds, Series 2023B (the “Bonds”). Purposes: The proposed issue includes financing for the construction of storm water utility system improvements (the “Projects”). Debt service will be paid from storm sewer revenues. Authority: The Bonds are being issued pursuant to Wisconsin Statute 66.0621. The Bonds are not general obligations of the City but are payable only from and secured by a pledge of income and revenue to be derived from the operation of the Storm Water Utility System. Term/Call Feature: The Bonds are being issued for a term of 20 years. Principal on the Bonds will be due on May 1 in the years 2024 through 2043. Interest is payable every six months beginning May 1, 2024. The Bonds will be subject to prepayment at the discretion of the City on May 1, 2033 or any date thereafter. Bank Qualification: Because the City is issuing, or expects to issue, more than $10,000,000 in tax-exempt obligations during the calendar year, the City will be not able to designate the Bonds as “bank qualified” obligations. Rating: The City’s most recent bond issues were rated by Moody’s Investors Service. The current rating on those bonds is “A1”. The City will request a new rating for the Bonds. If the winning bidder on the Bonds elects to purchase bond insurance, the rating for the issue may be higher than the City's bond rating in the event that the bond rating of the insurer is higher than that of the City. EXECUTIVE SUMMARY OF PROPOSED DEBT Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 2 Basis for Recommendation: Based on your objectives, financial situation and need, risk tolerance, liquidity needs, experience with the issuance of Bonds and long-term financial capacity, as well as the tax status considerations related to the Bonds and the structure, timing and other similar matters related to the Bonds, we are recommending the issuance of Bonds as a suitable option. Method of Sale/Placement: We are recommending the Bonds be issued as municipal securities and offered through a competitive underwriting process. We will solicit competitive bids for the purchase of the Bonds from underwriters and banks. We will include an allowance for discount bidding in the terms of the issue. The discount is treated as an interest item and provides the underwriter with all or a portion of their compensation in the transaction. If the Bonds are purchased at a price greater than the minimum bid amount (maximum discount), the unused allowance may be used to reduce your borrowing amount. Premium Pricing: In some cases, investors in municipal bonds prefer “premium” pricing structures. A premium is achieved when the coupon for any maturity (the interest rate paid by the issuer) exceeds the yield to the investor, resulting in a price paid that is greater than the face value of the bonds. The sum of the amounts paid in excess of face value is considered “reoffering premium.” The underwriter of the bonds will retain a portion of this reoffering premium as their compensation (or “discount”) but will pay the remainder of the premium to the City. For this issue of Bonds, any premium amount received may: be retained; used to reduce the issue size; or combination thereof. These adjustments may slightly change the true interest cost of the original bid, either up or down. We anticipate using any premium amounts received to reduce the issue size. The amount of premium allowed can be restricted in the bid specifications. Restrictions on premium may result in fewer bids, but may also eliminate large adjustments on the day of sale and unintended results with respect to debt service payment impacts. Ehlers will identify appropriate premium restrictions for the Bonds intended to achieve the City’s objectives for this financing. Parameters: The City Council will consider adoption of a Parameters Resolution on May 23, 2023, which delegates authority to the Finance Director or Assistant Finance Director to accept and approve a bid for the Bonds so long as the bid meets certain parameters. These parameters are: * Issue size not to exceed $6,055,000 * Minimum Bid of 98.75% Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 3 * Maximum True Interest Cost (TIC) of 5.00% * Maximum annual debt service not to exceed $550,000 per maturity Other Considerations: The Bonds will be offered with the option of the successful bidder utilizing a term bond structure. By offering underwriters the option to “term up” some of the maturities at the time of the sale, it gives them more flexibility in finding a market for your Bonds. This makes your issue more marketable, which can result in lower borrowing costs. In the event that the successful bidder utilizes a term bond structure, we recommend the City retain a paying agent to handle responsibility for processing mandatory redemption/call notices associated with term bonds. The City’s ability to proceed with issuance of the Bonds is contingent on verification that revenues generated from operation of the Storm Water System in 2022 were sufficient to meet the additional bonds test. The additional bonds test requires that net system revenues be at least 1.2 times the annual debt service payment for the Bonds and all existing parity debt. Review of Existing Debt: We have reviewed all outstanding indebtedness for the City and find that there are no refunding opportunities at this time. We will continue to monitor the market and the call dates for the City’s outstanding debt and will alert you to any future refunding opportunities. Continuing Disclosure: Because the City has more than $10,000,000 in outstanding debt (including this issue) and this issue is over $1,000,000, the City will be agreeing to provide certain updated Annual Financial Information and its Audited Financial Statement annually, as well as providing notices of the occurrence of certain reportable events to the Municipal Securities Rulemaking Board (the “MSRB”), as required by rules of the Securities and Exchange Commission (SEC). The City is already obligated to provide such reports for its existing bonds, and has contracted with Ehlers to prepare and file the reports. Arbitrage Monitoring: The City must ensure compliance with certain sections of the Internal Revenue Code and Treasury Regulations (“Arbitrage Rules”) throughout the life of the issue to maintain the tax- exempt status of the Bonds. These Arbitrage Rules apply to amounts held in construction, escrow, reserve, debt service account(s), etc., along with related investment income on each fund/account. IRS audits will verify compliance with rebate, yield restriction and records retention requirements within the Arbitrage Rules. The City’s specific arbitrage responsibilities will be detailed in the Tax Exemption Certificate and Agreement (the “Tax Compliance Document”) prepared by your Bond Attorney and provided at closing. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 4 The Bonds may qualify for one or more exception(s) to the Arbitrage Rules by meeting 1) small issuer exception, 2) spend down requirements, 3) bona fide debt service fund limits, 4) reasonable reserve requirements, 5) expenditure within an available period limitations, 6) investments yield restrictions, 7) de minimis rules, or; 8) borrower limited requirements. We recommend that the City review its specific responsibilities related to the Bonds with an arbitrage expert in order to utilize one or more of the exceptions listed above. We also recommend that you establish written procedures regarding compliance with IRS rules and/or contract with Ehlers to assist you. Investment of Bond Proceeds: Ehlers can assist the City in developing a strategy to invest your Bond proceeds until the funds are needed to pay project costs. Risk Factors: Utility Revenue: In the event utility revenues are insufficient to pay debt service, the City Council is committing to consider appropriating funds from any other available sources in an amount sufficient to cover the shortfall. If it chooses to do so, the City may levy a tax to make up a shortfall. Any amount levied for this purpose is exempted from levy limits. While the City is not required to appropriate the funds necessary to remedy any shortfall in revenues needed to pay debt service, failure to do so would result in either a lack of access to capital markets in the future, or access at a substantially higher cost. Other Service Providers: This debt issuance will require the engagement of other public finance service providers. This section identifies those other service providers, so Ehlers can coordinate their engagement on your behalf. Where you have previously used a particular firm to provide a service, we have assumed that you will continue that relationship. For services you have not previously required, we have identified a service provider. Fees charged by these service providers will be paid from proceeds of the obligation, unless you notify us that you wish to pay them from other sources. Our pre-sale bond sizing includes a good faith estimate of these fees, but the final fees may vary. If you have any questions pertaining to the identified service providers or their role, or if you would like to use a different service provider for any of the listed services please contact us. Bond Counsel: Chapman and Cutler LLP Paying Agent: U.S. Bank Trust Company, National Association Rating Agency: Moody's Investors Service, Inc. Presale Report City of Oshkosh, Wisconsin April 25, 2023 Page 5 Pre-Sale Review by City Council: April 25, 2023 Conference with Rating Agency: May 16, 2023 Due Diligence Call to review Official Statement: May 16, 2023 Distribute Official Statement: May 24, 2023 Designated Officials Award Sale of the Bonds: May 31, 2023 Estimated Closing Date: June 22, 2023 Attachments Estimated Sources and Uses of Funds Estimated Debt Service Schedule Bond Buyer Index – 10-year EHLERS’ CONTACTS Todd Taves, Senior Municipal Advisor (262) 796-6173 Harry Allen, Associate Municipal Advisor (262)796-6182 Jon Cameron, Senior Municipal Advisor (262) 796-6179 Sue Porter, Senior Public Finance Analyst/Marketing Coordinator (262)796-6167 Kathy Myers, Senior Financial Analyst (262)796-6177 PROPOSED DEBT ISSUANCE SCHEDULE EHLERS’ CONTACTS Presale Estimate Sale 5-31-2023 Est. Dated 6-22-2023 Storm Water Utility Revenue Bonds Series 2023B Tax-Exempt Capital Projects1 14,723,345$ Less: Cash on Hand Contribution (9,790,000)$ Reserve Fund Adjustments New Reserve Fund Requirement 8,736,294$ Less Current Reserve Requirement (7,727,306)$ Net Deposit to Reserve Fund Required 1,008,988$ Estimated Issuance Expenses Ehlers (Municipal Advisor) 30,200$ Chapman & Cutler (Bond Counsel)20,000$ Maximum Discount (Bid Item) @ 1.25%75,688$ Moody's Investors Service (Rating Fee)20,000$ U.S. Bank (Paying Agent)1,000$ TOTAL TO BE FINANCED 6,089,221$ Estimated Interest Earnings2 (37,329)$ Rounding 3,108$ NET BOND SIZE 6,055,000$ NOTES: 1Capital projects amounts taken from City of Oshkosh 2023 Budget. 2023 Revenue Bond Sizing Worksheet 2Assumes temporary investment of available new money proceeds at 4.54% for 60 days. (February 2023 LGIP Rate). Page 6 Schedule of Storm Water Utility Revenue Debt Outstanding Plus Proposed 2023 Issues As of January 1, 2023 Amount Dated Paying Agent Callable Callable Amt Rate/Term 3.74% ‐ 4.52%2024‐2043 Year Principal Interest Total Prin (5/1)Est. Rate1 Interest Total Total P&I Net Revs2 1.2X Req'd Rev P&I G.O. P&I Total Net Revs2 Year 2023 5,180,000 2,995,569 8,175,569 8,175,569 10,115,297 1.24 8,175,569 547,400 8,722,969 10,115,297 1.16 2023 2024 5,510,000 2,664,447 8,174,447 120,000 4.150%336,490 456,490 8,630,936 10,115,297 1.17 8,630,936 438,194 9,069,130 10,115,297 1.12 2024 2025 5,720,000 2,456,406 8,176,406 215,000 4.070%240,200 455,200 8,631,607 10,115,297 1.17 8,631,607 421,869 9,053,475 10,115,297 1.12 2025 2026 5,700,000 2,255,675 7,955,675 225,000 3.920%231,415 456,415 8,412,090 10,115,297 1.20 8,412,090 410,694 8,822,784 10,115,297 1.15 2026 2027 5,945,000 2,048,534 7,993,534 230,000 3.820%222,612 452,612 8,446,146 10,115,297 1.20 8,446,146 394,513 8,840,659 10,115,297 1.14 2027 2028 6,155,000 1,833,706 7,988,706 240,000 3.800%213,659 453,659 8,442,365 10,115,297 1.20 8,442,365 378,475 8,820,840 10,115,297 1.15 2028 2029 6,415,000 1,611,066 8,026,066 250,000 3.770%204,387 454,387 8,480,452 10,115,297 1.19 8,480,452 12,581 8,493,033 10,115,297 1.19 2029 2030 6,685,000 1,385,459 8,070,459 260,000 3.750%194,799 454,799 8,525,258 10,115,297 1.19 8,525,258 17,259 8,542,518 10,115,297 1.18 2030 2031 5,410,000 1,179,888 6,589,888 270,000 3.750%184,862 454,862 7,044,749 10,115,297 1.44 7,044,749 16,856 7,061,605 10,115,297 1.43 2031 2032 5,600,000 989,572 6,589,572 280,000 3.740%174,563 454,563 7,044,135 10,115,297 1.44 7,044,135 16,425 7,060,560 10,115,297 1.43 2032 2033 5,340,000 802,191 6,142,191 290,000 3.780%163,846 453,846 6,596,037 10,115,297 1.53 6,596,037 20,900 6,616,937 10,115,297 1.53 2033 2034 4,415,000 637,013 5,052,013 300,000 3.860%152,575 452,575 5,504,588 10,115,297 1.84 5,504,588 20,300 5,524,888 10,115,297 1.83 2034 2035 3,975,000 501,203 4,476,203 315,000 3.990%140,501 455,501 4,931,704 10,115,297 2.05 4,931,704 0 4,931,704 10,115,297 2.05 2035 2036 3,350,000 387,056 3,737,056 330,000 4.140%127,386 457,386 4,194,442 10,115,297 2.41 4,194,442 0 4,194,442 10,115,297 2.41 2036 2037 3,110,000 286,475 3,396,475 340,000 4.270%113,296 453,296 3,849,771 10,115,297 2.63 3,849,771 0 3,849,771 10,115,297 2.63 2037 2038 2,500,000 198,800 2,698,800 355,000 4.340%98,333 453,333 3,152,133 10,115,297 3.21 3,152,133 0 3,152,133 10,115,297 3.21 2038 2039 1,850,000 131,813 1,981,813 370,000 4.370%82,545 452,545 2,434,358 10,115,297 4.16 2,434,358 0 2,434,358 10,115,297 4.16 2039 2040 1,320,000 83,353 1,403,353 390,000 4.410%65,861 455,861 1,859,214 10,115,297 5.44 1,859,214 0 1,859,214 10,115,297 5.44 2040 2041 1,055,000 45,200 1,100,200 405,000 4.450%48,250 453,250 1,553,450 10,115,297 6.51 1,553,450 0 1,553,450 10,115,297 6.51 2041 2042 630,000 13,781 643,781 425,000 4.500%29,677 454,677 1,098,458 10,115,297 9.21 1,098,458 0 1,098,458 10,115,297 9.21 2042 2043 0 0 0 445,000 4.520%10,057 455,057 455,057 10,115,297 22.23 455,057 0 455,057 10,115,297 22.23 2043 TOTALS 85,865,000 22,507,207 108,372,207 6,055,000 3,035,311 9,090,311 117,462,518 117,462,518 2,695,465 120,157,984 NOTES: = Maturities Subject to Optional Redemption 1Estimated rates are 3-10-2023 B-Val AAA scale plus 0.75%. 2Net revenue calculation based the City's 2021 audited financial statements. Total Utility DebtStorm Water Utility Revenue Bonds, Series 2023CExisting Stormwater Revenue Debt Issue Presale Estimate $3,675,000 01‐May‐33 Debt Service CoverageDebt Service Coverage 22‐Jun‐23 TBD Existing + Future Issues $6,055,000 Page 7 10 YEAR TREND IN MUNICIPAL BOND INDICES Source: The Bond Buyer The Bond Buyer “20 Bond Index” (BBI) shows average yields on a group of municipal bonds that mature in 20 years and have an average rating equivalent to Moody’s Aa2 and S&P’s AA. Page 8 APRIL 25, 2023 23-216 RESOLUTION (CARRIED 6 – 0 LOST_______LAID OVER_______WITHDRAWN_______) PURPOSE: APPROVE TID 43 DEVELOPMENT AGREEMENTS AND LEASE AGREEMENTS WITH THE MILL ON MAIN PH 1, LLC; THE MILL ON MAIN PH 2, LLC; AND THE MILL ON MAIN PH 3, LLC; FOR PROPERTY LOCATED ALONG THE EAST SIDE OF SOUTH MAIN STREET BETWEEN EAST 9TH AVENUE AND THE FOX RIVER INITIATED BY: COMMUNITY DEVELOPMENT WHEREAS, Development Agreements for Phases 1, 2, and 3 of the Mill on Main Redevelopment Project must be approved by the Common Council of the City of Oshkosh to implement the Tax Increment District No. 43 Project Plan, approved by Common Council on August 23, 2022.; and WHEREAS, Lease Agreements for the property located along the east side of South Main Street along the south side of the Fox River must be approved by the Common Council of the City of Oshkosh for implementation of said Development Agreements. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed to enter into Development Agreements with The Mill on Main PH 1, LLC, The Mill on Main PH 2, LLC, and The Mill on Main PH 3, LLC for Phases 1, 2, and 3 of the Mill on Main Redevelopment Project, 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 Agreements. BE IT FURTHER RESOLVED by the Common Council of the City of Oshkosh that Lease Agreements with The Mill on Main PH 1, LLC, The Mill on Main PH 2, LLC and The Mill on Main PH 3, LLC to lease property along South Main Street along the south side of the Fox River, are hereby approved and the proper officials are hereby authorized to execute Lease Agreements with substantially the same terms as attached hereto, any changes in the execution copy being deemed approved by their respective signatures, APRIL 25, 2023 23-216 RESOLUTION CONT’D and to carry out all actions necessary to implement the Redevelopment Authority’s obligations to implement the terms and conditions of the Lease Agreements. 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: April 20, 2023 RE: Approve TID 43 Development Agreements and Lease Agreements with The Mill on Main PH 1, LLC; The Mill on Main PH 2, LLC; and The Mill on Main PH 3, LLC; for Property Located Along the East Side of South Main Street between East 9th Avenue and the Fox River BACKGROUND The Department of Community Development is requesting approval of Development Agreements with The Mill on Main PH 1, LLC, The Mill on Main PH 2, LLC, and The Mill on Main PH 3, LLC for the TID 43 Mill on Main redevelopment project. The Common Council approved the creation of TID No. 43 on August 23, 2022 for a mixed-use redevelopment project located on the Fox River generally east of South Main Street, north o f East 9th Avenue, and west of Pioneer Drive in the Sawdust District. The project includes 296 residential units and approximately 19,375 square feet of commercial space together with underground and surface parking and other infrastructure and site improvements. The project will be constructed in three phases. The Department of Community Development is also requesting the approval of Lease Agreements with The Mill on Main PH 1, LLC, The Mill on Main PH 2, LLC, and The Mill on Main PH 3, LLC for the entire development site so construction can commence. The environmental issues will be taken care of as part of the construction process and after construction is complete, the Wisconsin Department of Natural Resources will issue a Voluntary Party Liability Exemption (VPLE) which removes liability of the contamination issues that were remediated as part of the construction. After the VPLE is received for the phase that was constructed upon, the property will be transferred to the developer. ANALYSIS The terms for all three Development Agreements for each phase are as follows: • “Pay as you go” development incentive will not exceed the following: o $8,343,364 or 25% of Phase I project costs o $5,918,496 or 25% of Phase II project costs o $5,806,107 or 25% of Phase III project costs City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us • Developers will receive 90% of the created increment • TIF Paygo payments for an estimated 27 years • An incentive to complete all three phases of the proposed development with the following terms: o City will have an equity right of $400,000 if Phase II or III is not completed within 10 years of the Development Agreement execution date. The City may reduce the developer’s TIF paygo payments to recapture the $400,000 owed to the city. o If Phase II is completed within 5 years, $200,000 would be reduced from the city’s equity right. o If Phase III is completed within 10 years, the remaining $200,000 would be removed and the developer would not owe the city any funds. o If Phase III is not completed within 10 years, the City would reduce the developer’s TIF paygo payments to recapture the $200,000 owed to the city. FISCAL IMPACT The City’s TIF obligation is estimated to be twenty-seven (27) years long and the TIF payment shall not exceed approximately $20 million or 25% of the total project costs. The City’s exposure is limited because the TIF obligation is a Paygo which is dependent on the developer’s ability to pay their annual taxes and create additional increment. The City projects an improvements value of approximately $47.8 million will result from redevelopment activity within the District. The applicant’s overall investment in the project is approximately $90 million. The City anticipates making total expenditures of approximately $28.9 million for project plan costs which include an estimated $20.07 million in “pay as you go” development incentives (principal and interest), an estimated $210,000 in administrative costs, and an estimated $8.7 million in contingent expenditures including environmental remediation, a trailhead parking lot, South Main Street improvements, public docks, and a land write-down. RECOMMENDATION The Common Council approves the Development and Lease Agreements for the Mill on Main TID 43 redevelopment project with The Mill on Main PH 1, LLC, The Mill on Main PH 2, LLC and The Mill on Main PH 3, LLC. Respectfully Submitted, Approved: Kelly Nieforth Mark A. Rohloff Community Development Director City Manager 28166700.15 TAX INCREMENTAL DISTRICT NO. 43 DEVELOPMENT AGREEMENT (MILL ON MAIN REDEVELOPMENT PROJECT PHASE 1) This Development Agreement (“Agreement”) is made this ___ day of ___________, 2023 (the “Effective Date”), by and among 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”), and THE MILL ON MAIN PH 1, LLC, a Wisconsin limited liability company (“Developer”). WHEREAS, the City has established Tax Incremental District No. 43 (the “District”) as a 13.45 acre blighted area district in which at least fifty percent (50%) of the property within the District is a blighted area, as that term is defined by Wis. Stat. Sec. 66.1105(2)(ae), and in which certain costs incurred for redevelopment of the District may be reimbursed from the property tax increment as provided by State law; and WHEREAS, T. WALL ENTERPRISES DEVELOPMENT, LLC (“T. Wall”), approached the City indicating a desire to develop and construct within the District, in three (3) phases, a mixed-use project consisting of approximately 296 residential units and approximately 19,375 square feet of commercial space, together with underground and surface parking, other infrastructure and site improvements, in accordance with applicable City ordinances and City- approved plans (the “Project”), all as shown on the conceptual site plan attached hereto as Exhibit A (the “Site Plan”); and WHEREAS, to promote the development of the Project, the City created the District to assist in the financing of the costs of certain improvements, development incentives, and other costs associated with the ownership and development of the Project; and WHEREAS, Phase 1 of the Project will consist of approximately 110 market rate apartment units and approximately 11,575 square feet of commercial space (the “Phase 1 Project”), to be constructed by Developer as shown on the Site Plan, on a parcel of real property to be conveyed by the RDA to Developer (the “Phase 1 Property”), which Phase 1 Property is legally described on Exhibit B attached hereto; and WHEREAS, Developer would not undertake the development of the Phase 1 Project but for their reliance upon receiving tax increment financing to assist in the funding of a portion of Developer’s acquisition, development and operation costs for the Phase 1 Property, all as described below; and WHEREAS, the City is authorized to enter into contracts necessary and convenient to implement the purpose of a Tax Incremental District, including the ability to provide development incentives and cash grants to owners, lessees, or developers of land located within the District; and WHEREAS, the uses of the Phase 1 Property contemplated by this Agreement are necessary and desirable to serve the interests of the City and its residents by expanding the tax base of the City, providing additional development opportunities, and providing a financing 2 28166700.15 mechanism to make certain public improvements, all consistent with the purpose of a Tax Incremental District under Section 66.1105, Wisconsin Statutes; and WHEREAS, based upon the City's desire to redevelop the District and to obtain the economic benefits to be generated from the Project, the City is willing to enter into this Agreement. NOW THEREFORE, in consideration of the foregoing 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. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: Agreement. “Agreement” means this document and all of its component parts and exhibits. Affiliate. “Affiliate” means any entity which is, directly or indirectly, majority owned and controlled by, in control of, or under common control with T. Wall or Developer as of the Effective Date. Available Tax Increment. “Available Tax Increment” means an amount equal to ninety percent (90%) of the annual gross Tax Increment revenues actually received and retained by the City which are generated by the Phase 1 Property and improvements located thereon in the immediately preceding calendar year. Case Closure. “Case Closure” has the meaning set forth in Wis. Stat. Sec. 292.12. City Contribution. “City Contribution” means payments to be provided from the City to the Developer with respect to the Phase 1 Project from Available Tax Increment pursuant to the terms of this Agreement, in a total principal amount not to exceed the lesser of (i) Eight Million Three Hundred Forty Three Thousand Three Hundred Sixty Four and No/100 Dollars ($8,343,364.00), or (ii) twenty five percent (25%) of Phase 1 Project Costs, subject to adjustment as provided in Section IV.B. and Section IX.B.1., below. District. “District” means all of the property included in Tax Incremental Finance District No. 43 as described in the Project Plan. Existing Environmental Conditions. “Existing Environmental Conditions” means any Hazardous Substances, known or unknown, present in concentrations greater than applicable standards on, in, at, or under the Phase 1 Property or migrating in concentrations greater than applicable standards to or from the Phase 1 Property at any time on or before the commencement date of the Ground Lease, including, but not limited to those matters subject to the following proceedings: (i) Sawdust District – LGU, BRRTS #03715857901, 43 E. 7th Avenue; (ii) 706 S. Main Street – City of Oshkosh– LGU, BRRTS #0371586044, 706 S. Main Street; (iii) 3 28166700.15 Recreational Lanes, BRRTS: #0371524916 (closed), 710 S. Main Street; and (iv) Miles Kimball Co., BRRTS #0271000135 (closed with conditions), 41 W. 8th Street. Ground Lease. “Ground Lease” means that certain Ground Lease by and between the RDA and Developer, in the form attached hereto as Exhibit F, pursuant to which Developer will lease the Phase I Parcel from the RDA until the conditions set forth in Article V, below, are met. Hazardous Substances. “Hazardous Substances” means toxic, hazardous, and/or regulated substances, pollutants, or contaminants, whether present in the soil or groundwater at, under, or migrating from or to the Phase 1 Property. Payment Dates. “Payment Dates” means November 1 of each year, commencing on the third November 1 after the Effective Date of this Agreement, up to and including November 1, 2050. Payment Term. “Payment Term” means the term commencing on the first day of the third November after the Effective Date and continuing on each Payment Date thereafter until the first to occur of the following: (i) payment to Developer of the entire amount of the City Contribution, or (ii) November 1, 2050. Phase 1 MRO. “Phase 1 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 as described in Section IV.A. below, in substantially the form of Exhibit D attached hereto and incorporated herein. The Phase 1 MRO shall be issued pursuant to Section 66.0621 of the Wisconsin Statutes, shall not constitute an 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 Phase 1 MRO. Phase 1 Project Costs. “Phase 1 Project Costs” means the total of all hard and soft costs of acquiring and constructing the Phase 1 Project, including all capital expenditures (or expenditures that could be treated as capital expenditures) and preliminary expenditures (such as architectural, engineering, environmental studies, surveying, soil testing, attorneys’ fees and expenses, and similar costs that are incurred in connection with the construction of the Project) and all other direct and indirect costs of development of the Project. Developer’s initial estimate of Phase 1 Project Costs is attached hereto as Exhibit C. For the avoidance of doubt, “Phase 1 Project Costs” shall not include any amounts expended by Developer or any Affiliate during the construction of the Phase 1 Project which are incurred with respect to future phases of the Project (such future phases generally referred to herein as “Phase 2” and “Phase 3”), each of which is subject to a separate Development Agreement. Project Plan. “Project Plan” means the “Project Plan for the Creation of Tax Incremental Finance District No. 43 (Mill on Main Redevelopment Project) in the City of Oshkosh” prepared by Ehlers, Inc. dated August 2, 2022. Tax Increment. “Tax Increment” has the same meaning as defined in Section 66.1105(2)(i) of the Wisconsin Statutes. 4 28166700.15 Tax Increment Law. “Tax Increment Law” means Section 66.1105 of the Wisconsin Statutes. II. GROUND LEASE; ACQUISITION OF PROPERTY. The City and T. Wall are parties to a Purchase Agreement dated as of January 27, 2022, as amended, pursuant to which T. Wall and/or one or more affiliates of T. Wall will acquire the Project property, including the Phase I Property. The terms of this Agreement and the related development agreements being entered into contemporaneously regarding Phases 2 and 3 of the Project are intended to incorporate the final terms of agreement between the parties hereto with respect to the Project and the Purchase Agreement is hereby terminated. On or promptly following the Effective Date, the RDA and Developer will enter into the Ground Lease with respect to the Phase 1 Property, which will contain terms reasonably satisfactory to the RDA (as ground lessor) and Developer (as ground lessee), but in all events shall contain the following terms and conditions: 1. A term of fifty (50) years, commencing upon the date that the Ground Lease is signed (subject to subsection 5, below), but terminable upon the conveyance of the Property by the RDA to the Developer pursuant to Article V, below. 2. Base rent of $1 per year. 3. Developer will be responsible for all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt), which accrue during the term of the Ground Lease. 4. The City will retain a right of access to the Property, upon providing written notice to the Developer (which may be by electronic mail), to the extent necessary to perform the City’s obligations with respect to any required environmental remediation of the Property pursuant to Article V, below. 5. The Ground Lease may be terminated by Developer in the event that Developer is not able to secure a building permit from the City for the Phase 1 Project and has not otherwise commenced construction activities on the Phase 1 Property. 6. The Ground Lease shall terminate in the event that the Phase I Project is abandoned by Developer. 7. Developer may purchase the Property at any time following completion of the Phase I Project for $1.00 and shall be required to purchase the Phase I Property upon receipt of a COC (as that term is defined in Article V, below). III. OBLIGATIONS OF DEVELOPER. Phase 1 Project Construction. Developer shall commence construction of the Phase 1 Project no later than September 30, 2023. Developer shall diligently pursue completion of construction of the Phase 1 Project in accordance with applicable City ordinances 5 28166700.15 and City-approved plans so that, subject to the terms and conditions set forth in this Agreement, construction of the Phase 1 Project shall be substantially complete by December 31, 2024 (the “Phase 1 Completion Date”). With respect to the development of the Phase 1 Project under this Section III.A., Developer agrees that it shall expend Project Costs in an amount of not less than $30,000,000.00 (“Minimum Phase 1 Project Costs”). 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. Costs and Expenses. The Developer shall be responsible for all costs related to the Phase 1 Project and any other work to be performed by the Developer under this Agreement, including all engineering, inspections, materials, labor, on-site management of Hazardous Substances (subject to Article V below), as well as all costs of monitoring and otherwise complying with any institutional controls and continuing obligations relating to the Existing Environmental conditions and/or imposed by any Case Closure. Developer shall also be responsible for payment of all City fees including building permit fees, zoning and sign permit fees, electrical and plumbing fees. Developer shall also be responsible for special assessments for certain public work done in connection with the Project as provided in Section IV.E. below; specifically (i) the reconstruction of South Main Street and East 7th Avenue as provided by the City’s Special Assessment Policy for property owners for similar projects, (ii) the installation of all laterals necessary for water, sewer and storm sewer services for the Project, (iii) the added cost for a parking lane along South Main Street, and (iv) the incremental cost to construct the north side of East 9th Avenue in a manner which will permit angle parking adjacent to the Project. Any special assessments payable by the Developer may be paid in installments to the extent permitted by the City’s Special Assessment Policy. Submission and Verification of Phase 1 Project Cost Information. The Developer shall submit evidence of all Phase 1 Project Costs which it intends to serve as the basis for the City Contribution to the City promptly following the completion of the Phase 1 Project. Developer’s submission shall be in same form as Developer’s initial budget estimate (attached hereto as Exhibit C), shall set forth actual costs incurred for each line item, and shall include the general contractor’s final affidavit of payment of all debts and claims (AIA Form G706 or equivalent) and evidence of payment of all invoices, together with copies of lien waivers from each contractor or other payee having lien rights. All Phase 1 Project Costs shall be certified as true, correct and complete by Developer and subject to reasonable verification by the City. The City shall keep the documents submitted to the City described in this Section III.C. confidential to the extent possible pursuant to open records laws. IV. CITY CONTRIBUTION AND OBLIGATIONS. City Contribution. In each year beginning in the year following the first year in which the Phase 1 Project generates Tax Increment and ending in 2050 (or, if earlier, when the total amount of the City Contribution has been reimbursed to Developer under this Agreement), in consideration of the Developer undertaking its obligations under this Agreement, the Available Tax Increment shall be applied to make payments under this Agreement to pay the Developer 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 third November after the date of this Agreement provided that there is Available 6 28166700.15 Tax Increment. Such payments shall be made in accordance with the terms of this Agreement, as further described in this Section IV.A. and the Phase 1 MRO. The City Contribution shall be paid by the City only out of Available Tax Increment, subject to the provisions of this Agreement and the Phase 1 MRO. The City Contribution is a special and limited obligation of the City, and not a general obligation of the City. The Phase 1 MRO shall be issued upon the issuance b y the City of a certificate of occupancy for the Phase 1 Project, in the amount set forth in Section 1.E., above. The City Contribution shall not bear interest. 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 Phase 1 Property (and all improvements and personal property thereon) shall be used to make payments to the Developer; and (iii) if, on November 1, 2050, 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 their 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 in any year until the City has made the payment due hereunder to Developer for such year in full. 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 Phase 1 Property, failure of the Phase 1 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, 2050, unless the City first pays the outstanding balance due under the City Contribution to Developer, subject to the provisions of this Agreement. Attached hereto as Exhibit E is the City’s projection of revenues and expenditures for the District over its term, with the City Contribution labeled as “Phase 1 7 28166700.15 Development Incentive” thereon. Exhibit E is provided for illustrative purposes only, and Developer acknowledges that the amounts set forth thereon are estimates only. Adjustment to City Contribution for Failure to Construct Phases 2 and/or 3 of the Project. In the event that one (1) additional phase of the Project (which may be either Phase 2 or Phase 3 as presently contemplated) is not substantially completed by the fifth (5th) anniversary of the Effective Date, the amount of the City Contribution shall be reduced by $400,000.00. In the event that one (1) additional phase of the Project is substantially completed by the fifth (5th) anniversary of the Effective Date, but the remaining phase is not substantially completed by the tenth (10th) anniversary of the Effective Date, the amount of the City Contribution shall be reduced by $200,000.00. The adjustment may be structured by any of the following means, at Developer’s option, so long as the City is not required to subordinate its right to payment to any other party: 1. Forgivable Note. A forgivable promissory note payable to the City by Developer in the amount of $400,000.00, of which $200,000.00 will be forgiven upon the timely substantial completion of each additional phase of the Project. If Developer or its Affiliate(s) substantially complete one (1) additional phase of the Project within five (5) years of the Effective Date, the City shall forgive $200,000.00 of the note. If Developer or its Affiliate(s) substantially complete the second phase of the Project within five (5) years of the Effective Date and the third phase of the Project within ten (10) years of the Effective Date, then the entire $400,000.00 note will be forgiven. If one or both additional phases of the Project are not substantially completed within the timeframes set forth above, the amounts not forgiven will be deducted from the next payment(s) of the City Contribution to be made to Developer. The following examples assume an Effective Date of April 1, 2023: Developer substantially completes Phase 2 of the Project in 2027 and Phase 3 of the Project in 2031. $200,000.00 is forgiven in 2027, and the remaining $200,000.00 is forgiven in 2031. Developer substantially completes Phase 2 of the Project in 2027 but does not substantially complete Phase 3 of the Project by April 1, 2033. $200,000.00 is forgiven in 2027, but the remaining $200,000.00 would become due and payable to the City and would be deducted from payment(s) of the City Contribution beginning in November, 2033 and continuing until the $200,000.00 is paid in full. Developer does not substantially complete a second phase of the Project by April 1, 2027. The entire $400,000.00 would become due and payable to the City and would be deducted from payment(s) of the City Contribution beginning in November, 2027 and continuing until the $400,000.00 is paid in full. 2. Preferred Equity. An option to acquire a $400,000.00 preferred equity interest in the Developer, exercisable in the event that subsequent phases of the Project are not substantially completed by the timeframes set forth in Section IV.B.1., above, which preferred equity interest, if acquired, may immediately be put to Developer. If the Developer or its Affiliate(s) substantially complete one (1) additional phase of the Project within five (5) years of 8 28166700.15 the Effective Date, the City’s option to acquire $200,000.00 of the preferred equity interest terminates. If Developer or its Affiliate(s) substantially complete both additional phases of the Project within ten (10) years of the Effective Date, the City’s option to acquire the preferred equity interest terminates entirely. The following examples again assume an Effective Date of April 1, 2023: Developer substantially completes Phase 2 of the Project in 2027 and Phase 3 of the Project in 2031. The City’s right to acquire a preferred equity interest in Developer is reduced to $200,000.00 in 2027 and terminates entirely in 2031. Developer substantially completes Phase 2 of the Project in 2027 but does not substantially complete Phase 3 of the Project by April 1, 2033. The City’s right to acquire a preferred equity interest in Developer is reduced to $200,000.00, but the City may exercise its right to the remaining $200,000.00 preferred equity interest, which the Developer would then repurchase by having the City deduct the purchase price from the payment(s) of the City Contribution beginning in November, 2033 and continuing until the $200,000.00 purchase price is paid in full. Developer does not substantially complete a second phase of the Project by April 1, 2027. The City may exercise its right to the entire $400,000.00 preferred equity interest, which the Developer would then repurchase by having the City deduct the purchase price from payment(s) of the City Contribution beginning in November, 2027 and continuing until the $400,000.00 is paid in full. 3. Cash. Any amounts due and payable from Developer under this Section IV.B. may be paid in cash in lieu of reduction(s) in payments of the City Contribution. 4. The City agrees to reasonably cooperate with Developer regarding future extensions requested by the Developer to the overall Project schedule due to factors outside of the Developer’s control, including, but not limited to, acts of God, government shutdowns, pandemics, and economic recession. 5. Notwithstanding anything in this Section IV.B. to the contrary, any amounts that would be due under this Section IV.B. for failure to complete a phase of the Project shall become immediately due and payable at such time as the Developer and/or its Affiliate(s) provide notice to the City that they do not intend to complete either Phase 2 or Phase 3. City Contribution not to be Considered Indebtedness. In no circumstances shall the amount of the City Contribution due Developer hereunder be considered an indebtedness of the City, and the obligation of the City hereunder is limited to the Available Tax Increment which is appropriated by the City Common Council for payment of such amounts and only to the extent as provided in this Agreement. Amounts due hereunder shall not count against the City's constitutional debt limitation, and no taxes will be levied for its payment or pledged to its payment other than Tax Increment which has been appropriated for that purpose. 9 28166700.15 City Cooperation; Approvals. City shall timely complete all necessary or required zoning, development and use reviews for the Phase 1 Project, pursuant to applicable City ordinances. City shall process, on a timely basis, each and every application submitted by, through or under Developer in connection with its development of the Phase 1 Project, including all applications with respect to necessary or appropriate licenses and permits in connection with Developer’s development of the Phase 1 Project. Without limitation, if an application is deemed deficient, City shall cooperate with Developer to ensure proper completion thereof. Likewise, City shall use good faith efforts to diligently process all such matters, to assist Developer’s efforts to timely complete the Phase 1 Project as set forth in this Agreement. City Construction Work. The City will (i) remove overhead power lines and poles located within the District on East 7th Avenue, East 8th Avenue, between East 8th Avenue and East 9th Avenue, and along the railroad corridor and install underground electric lines; (ii) construct (subject to Wisconsin Department of Natural Resources (“WDNR”) approval) approximately twenty (20) public docks and perform ancillary shoreline work along the riverfront; (iii) construct a parking lot at the trail head of the City’s Riverwalk; (iv) reconstruct 9th Street along the southern boundary of the Project; (v) reconstruct South Main Street along the western boundary of the Project and (vi) reconstruct East 7th Avenue east of South Main Street with a cul-de-sac, sidewalk and aprons to access parking areas within the Project area. The City will complete the installation of underground electric lines no later than the Phase 1 Completion Date and intends to complete the balance of the work described in this Section IV.E. within the timeframes established in the Project Plan. V. ENVIRONMENTAL MATTERS; TRANSFER OF PHASE 1 PROPERTY. The City will enroll the property located within the District in the State of Wisconsin Voluntary Party Liability Exemption (“VPLE”) program (Wis. Stat. §292.15) and will obtain a Certificate of Completion (“COC”) from the WDNR for the property located within the District, including the Phase 1 Property. The expense associated with the application to enroll the Phase 1 Property in the VPLE program will be the responsibility of the City. The expense of any necessary monitoring, remediation or other work during construction of the Phase 1 Project necessary for the issuance of, or which may be required thereafter by the terms of, the COC (including, but not limited to, the preparation and submission of a Material Management Plan to WDNR) will be the responsibility of Developer. The parties acknowledge that the COC will pertain only to those substances which the City or the Developer have investigated and remediated to the satisfaction of WDNR and will not extend to a release of Hazardous Substances not included within any such investigation, including, by way of example, any release of per- or polyfluoroalkyl substances (“PFAS”), to the extent PFAS is not a subject of investigation in the VPLE proceeding. The City’s environmental consultant, AECOM, has developed a memorandum to support its determination, based upon desktop evaluations of the use and history of the property located within the District, that it is unlikely that PFAS was used or discharged on the property located withing the District. AECOM is seeking a Technical Assistance Clarification from WDNR regarding its PFAS evaluation. Developer acknowledges and agrees that (i) the City will not apply for the COC prior to substantial completion of the Phase 1 Project (and, potentially, not until the completion of those phases of the Project in its entirety), (ii) the COC may impose institutional 10 28166700.15 controls, including, but not limited to, groundwater use restrictions and cap construction and maintenance requirements, and (iii) the Phase 1 Property is presently subject to institutional controls and continuing obligations imposed by the WDNR relating to the Existing Environmental Conditions. Based upon the foregoing, Developer (x) acknowledges the residual presence of certain Existing Environmental Conditions, and (y) agrees that certain continuing obligations imposed by the WDNR related to such Existing Environmental Conditions may restrict disturbance of the subsurface of the property following the issuance of the COC. Following the commencement date of the Ground Lease, Developer shall be responsible for compliance with all applicable institutional controls and continuing obligations and any additional institutional controls and continuing obligations which may be imposed by the COC or any future Case Closure. Within sixty (60) days of WDNR’s issuance of a COC covering the Phase 1 Property, the parties will terminate the Ground Lease, and the RDA will convey the Phase 1 Property to Developer for a purchase price of $1.00 by general warranty deed, subject to no liens or encumbrances other than utility easements of record, zoning restrictions, deed restrictions imposed by WDNR with respect to the COC or any Case Closure affecting the Phase 1 Property, and other matters reasonably acceptable to Developer (each, a “Permitted Encumbrance”), provided that no such Permitted Encumbrance will prohibit or interfere in any material respect with the development or operation of the Phase 1 Project or the Project as a whole. The City shall be responsible for payment of any and all property and other taxes levied against the Phase 1 Property for any period(s) prior to the Effective Date. The City shall pay the premium for an owners’ title insurance policy in the amount of $450,000, insuring that fee simple title to the Phase 1 Property is vested in Developer, subject to no liens or encumbrances other than Permitted Encumbrances. Developer shall be responsible for, and shall indemnify, defend, and hold harmless the City and its officers, employees, contractors, and agents from and against, any and all actions, claims, causes of action, costs, damages, demands by governmental entities or individuals, expenses, liabilities, losses, obligations, penalties, or suits including, without limitation, all reasonable attorney, consultant, and engineer costs or fees related thereto (collectively, “Environmental Claims”), in any way arising out of, connected with, or resulting from any Hazardous Substances, known or unknown, present on, in, at or under the Phase 1 Property or migrating to or from the Phase 1 Property from or after the commencement date of the Ground Lease; provided, however, that Developer’s obligations under this Section V.D. shall not include any Environmental Claim relating to or arising from the presence at the Phase 1 Property of a Hazardous Substance that is: 1. Confined to locations and at concentrations that are permissible to remain in place without further action under applicable environmental laws or approved by WDNR to remain in place in any Case Closure or the COC, provided Developer does not exacerbate such Hazardous Substance or take or fail to take action triggering the need to respond to such Hazardous Substance; 2. Present as a result of the introduction of such Hazardous Substance by the City, whether directly or by migration from an off-site location; 11 28166700.15 3. Present as a result of any failure by the City to perform any obligation applicable to it under the terms of any Case Closure or the COC; or 4. Subject to or the subject of any exception from or release of liability provided by the COC. VI. APPROVALS AND DEVELOPMENT STANDARDS. Approval of Public Bodies. The Developer shall obtain from the City and all other appropriate governmental bodies (and all other councils, boards, and parties having a right to control, permit, approve, or consent to the development and use of the Phase 1 Property) all approvals and consents necessary for the City to approve the development of the Phase 1 Property, and any other approvals necessary to utilize the Phase 1 Property for the Phase 1 Project. Notwithstanding the foregoing, the City shall be responsible for the application to enroll the Phase 1 Property in the VPLE program as set forth in Section V.A., above. Acceptance of Agreement. The acceptance of this Agreement and granting of any and all approvals, licenses, and permits by the City shall not obligate the City to grant any additional approvals, including, but not limited to, variances, exceptions, or conditional use permits, or approve any building or use the City determines not to be in compliance with the applicable municipal codes and ordinances of the City. The City agrees to work in good faith, promptly, and diligently in connection with the issuance or grant of all such approvals, consents, permits, certificates, and any other documents as may be necessary or desirable in connection with the development, utilization, and operation of the Phase 1 Property and to act reasonably and expeditiously and in cooperation with the Developer in connection therewith; it being understood and agreed that this provision is not intended to limit the rights of the City as more particularly set forth above or in Article IX, below. Development Requirements. The Developer shall use the Phase 1 Property for the Phase 1 Project and in accordance with the provisions of this Agreement, and all other applicable federal, state, county, and City laws and regulations. Tax Exemption Forbearance. Developer acknowledges that the City is relying upon the Developer's real property taxes to generate the Available Tax Increment to fund the City Contribution. As a result, the Developer agrees that, neither the Developer nor any existing or future Affiliate or related entity of the Developer (collectively, “Developer Affiliates”) shall use or permit the use of any of the Phase 1 Property in any manner which would render any of such Property exempt from property taxation, without the prior written consent of the City, which consent may be conditioned upon the obligation of the Developer, existing or future Affiliate, any related entity of the Developer or any successor owner to enter into an agreement to make a payment in lieu of taxes (“PILOT”), but may not be unreasonably withheld, so long as the PILOT agreement requires a payment to the City substantially equivalent to the real estate tax payment which would be payable with respect to the portion of the Phase 1 Property which is exempt from taxation were such portion of the Phase 1 Property not tax-exempt. This provision shall continue to be applicable until the termination of the District. Any amount received by the City as a payment in lieu of taxes will be treated as additional Available Tax Increment, and subject to payment to Developer under the Phase 1 MRO as provided herein. 12 28166700.15 VII. WARRANTIES AND REPRESENTATIONS. The Developer hereby warrants, represents, and covenants to the City: 1. Developer is a duly organized and existing limited liability company in the State of Wisconsin. 2. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by Developer, and no other or further acts or proceedings of Developer or its 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 the Developer and constitute the legal, valid, and binding agreements and obligations of the Developer, enforceable against 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. 3. There are no lawsuits filed or, to the knowledge of the Developer, pending or threatened against the Developer or the Project that may in any material way jeopardize the ability of Developer to perform its obligations hereunder. 4. Prior to the Effective Date, Developer shall demonstrate that it has sufficient funds through equity and debt financing sources to construct, operate, maintain, and fulfill the Phase 1 Project. 5. 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 agreements, documents, and contracts required to be executed in connection with the transactions arising out of this Agreement. 6. Developer’s current manager or another Affiliate of T. Wall shall remain as the manager of the Developer through the Phase I Completion Date, and thereafter, the replacement of Developer’s manager with a party which is not an Affiliate of T. Wall shall be treated as an assignment under Section X.D., below. The City hereby warrants and represents to the Developer that: 1. Subject to the approval of City Common Council, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the City, and no other or further acts or proceedings of the City or its officials are necessary to authorize and approve the execution, delivery, and, subject to annual appropriation by the City Common Council, performance of this 13 28166700.15 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 the City and constitute the legal, valid, and binding agreement and obligation of the City, enforceable against the City in accordance with their respective terms, except as the enforceability thereof may be limited by applicable law and as is otherwise subject to annual appropriation by the City Common Council. 2. Except for any assessments which may have been levied for work described in Section III.B., above, no special assessments or other charges of any kind have been levied against the Phase 1 Property with respect to the Project Costs as of the Effective Date. VIII. CONDITIONS TO/LIMITATIONS ON THE OBLIGATIONS. Notwithstanding anything to the contrary set forth in this Agreement, neither the City nor the Developer shall be obligated to expend any amounts under this Agreement and either the City or the Developer may suspend or terminate this Agreement or the performance of any and all of its obligations under this Agreement, without recourse by or against the other, if: The Wisconsin Department of Revenue fails to certify all or any portion of the creation of the District or the Project Plan (“Non-Certification”); provided, however, the City shall first make all reasonable efforts in good faith to cure such Non-Certification; or The District is involuntarily terminated or dissolved (“Involuntary Termination”); provided, however, the City shall first make all reasonable efforts in good faith to cure such Involuntary Termination. IX. DEVELOPER: EVENT OF DEFAULT. Event of Default. An “Event of Default” is any of the following: 1. Failure to Construct the Phase 1 Project. Subject to the terms of this Agreement, the Developer fails to construct the Phase 1 Project as required under Article III, above; or 2. Taxes. Any real or personal property tax or any special assessment levied or imposed by the State, County, or City against all or any portion of the Phase 1 Property is not paid prior to becoming delinquent; provided that the Developer shall have the right to contest the same in accordance with applicable law; or 3. Tax Exemption. All or any portion of the Phase 1 Property becomes tax exempt without a PILOT agreement; or 4. Breach of Agreement. The Developer breaches any provision of this Agreement or its obligations under this Agreement; provided, that written notice of the breach has been given to the Developer and the Developer has failed to cure such breach within sixty (60) days or, if a longer period is reasonably required under the circumstances, so long as the Developer has begun to cure such breach in good faith within such sixty (60) day period and thereafter diligently continues to cure such breach; or 14 28166700.15 5. Insolvency. Developer shall: (i) become insolvent or generally not pay, or be unable to pay, or admit in writing its inability to pay, its debts as they mature; (ii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets; or (iii) become the subject of an order for relief within the meaning of the United States Bankruptcy Code, or file a petition in bankruptcy, for reorganization or to effect a plan or other arrangement with creditors; or (iv) have a petition or application filed against it in bankruptcy or any similar proceeding, and such petition, application, or proceeding shall remain undismissed for a period of ninety (90) days or more, or the Developer shall file an answer to such petition or application, admitting the material allegations thereof; or (v) apply to a court for the appointment of a receiver or custodian for any of its assets or properties, with our without consent, and such receiver shall not be discharged within ninety (90) days after its appointment; or (vi) adopt a plan for the complete liquidation of its assets. City Options upon Event of Default. Whenever an Event of Default occurs under Section IX.A, the City may take one or more of the following actions, in the City's sole and absolute discretion: 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 during the pendency of the Event of Default; provided, that (i) if the Event of Default is solely a failure by Developer to spend the Minimum Phase 1 Project Costs, the City will not terminate all of its payment obligations hereunder, but will reduce the City Contribution on a pro rata basis based upon the ratio of actual Phase 1 Project Costs to Minimum Phase 1 Project Costs; and (ii) if the Event of Default is solely a failure by Developer to complete the Phase 1 Project in time for it to be fully assessed as of January 1, 2025, the City will not terminate all of its payment obligations hereunder, but will permanently reduce the City Contribution by an amount equal to difference between Available Tax Increment actually paid to Developer on the November 1, 2026 Payment Date and the amount of Available Tax Increment which would have been paid to Developer on such date had the Phase 1 Project been completed in a timely manner. 2. Take any action, including legal or administrative action, at law or in equity, which may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement or to seek remedy for its breach. Such rights and remedies shall not be exclusive of any other remedy or remedies, and such rights and remedies shall be cumulative and shall be in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. Delay in Exercise of Rights Not Waiver. No delay or omission to exercise any right or power accruing to the City, on the one hand, or the Developer, on the other hand, upon any default by the other party shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient as long as the default is continuing. Written Waiver Required. In the event this Agreement is breached by either party and such breach is expressly waived in writing by the other party, such waiver shall be limited 15 28166700.15 to the particular breach so waived and shall not be deemed to waive any other concurrent, previous, or subsequent breach hereunder. A party's acquiescence in not enforcing any portion of this Agreement shall not provide a basis for the application of estoppel or other like defense or otherwise constitute waiver. Any waiver of any provision of this Agreement by the City must be express and in writing. Compensation for Costs of Breach. Whenever there is an Event of Default by the Developer hereunder, and the City employs attorneys or incurs other expenses for the collection of payment due or to become due for the enforcement or performance or observance of any obligation or agreement on the part of the Developer contained in this Agreement, the Developer shall, on demand thereof, pay to the City the reasonable fees of such attorneys and such other reasonable expenses incurred by the City. X. MISCELLANEOUS PROVISIONS. Incorporation of Attachments. All exhibits and other documents attached hereto or referred to herein are hereby incorporated in and shall become a part of this Agreement. Term. Unless terminated under Article IX, above, the term of this Agreement shall begin as of the Effective Date and shall continue until December 31, 2050, unless terminated earlier in accordance with the termination by the City of the District in accordance with the Tax Increment Law. Review and Inspections. The City will act diligently to review all necessary approvals, licenses, and permits and to undertake any inspections duly requested by the Developer. Restriction on Assignment of Agreement. 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 and obligations under this Agreement without the prior written consent of the City (which such consent, following substantial completion of the Project, shall not be unreasonably withheld, conditioned or delayed). For purposes hereof, the removal of an Affiliate of Developer as the manager of Developer shall be an assignment subject to this Section X.D.1. Upon an assignment or transfer of the 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 and effect. 2. Permitted Assignments. Following substantial completion of the Phase 1 Project, Developer may assign all of its rights and obligations to an Affiliate, without the prior written consent of the City, so long as the proposed Affiliate assignee agrees in writing to assume all of the Developer’s rights and obligations under this Agreement, the Developer conveys the Phase 1 Property to the Affiliate assignee, the Developer provides the City with timely written notice and a copy of such fully executed assignment and assumption agreement, and T. Wall or an Affiliate of T. Wall remains the manager of the Affiliate assignee. 3. Collateral Assignment of Development Agreement. Developer may assign its rights and obligations under this Agreement to a lender or lenders, solely for purposes of providing collateral security for a loan issued to Developer for the purposes of the construction 16 28166700.15 and development of the Phase 1 Project. Any such assignment shall be contingent upon, or become effective only following, an event of default Developer under the terms of the loan. So long as Developer has notified the City of the identity and contact information for its lender, the City will use reasonable efforts to notify Developer’s lender of any Event of Default by Developer hereunder. Any such assignment shall be of the right to receive payments on the City Contribution only, and no such assignment shall relieve Developer of any of its obligations to the City hereunder. Force Majeure. A party shall be excused from its obligations under this Agreement if and to the extent and during such time as the party is unable to perform its obligations or is delayed in doing so due to events or conditions outside of the party's reasonable control (each a “Force Majeure Event”) including, without limitation in any way, acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather conditions, terrorism, strikes, and/or labor disputes. Upon the occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will promptly give notice to the other party, and thereafter the parties shall meet and confer in good faith in order to identify a cure of the condition affecting its performance as expeditiously as possible. Time of the Essence. Time is deemed to be of the essence with regard to all dates and time periods set forth herein and incorporated herein. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Delivery of Notices. Except as otherwise provided herein, any notice required hereunder shall be given in writing, signed by the party giving notice, personally delivered, mailed by certified or registered mail, return receipt requested, sent by overnight delivery service, or faxed to the parties’ respective addresses as follows, provided any notice given by facsimile is also given by one of the other methods: To the City: City of Oshkosh City Attorney’s Office 215 Church Avenue Post Office Box 1130 Oshkosh, WI 54903-1130 Attn: City Attorney With a copy to: Godfrey & Kahn, S.C. 100 W. Lawrence Street Appleton, WI 54911 Attn: Michael J. Lokensgard To Developer: Mill on Main Ph 1, LLC 1818 Parmenter Street, Suite 400 P.O. Box 620037 Middleton, WI 53562 Attn: Terrence R. Wall, President of its Manager 17 28166700.15 and shall be deemed given upon personal delivery, the first business day after certification or registration, the first business day after deposit with the overnight delivery service, and upon acknowledgement of receipt by facsimile or electronic mail (provided notice is promptly sent by one of the other methods). Entire Agreement. This Agreement and all other documents and agreements expressly referred to herein, contain the entire agreement between the Developer and the City with respect to the matters set forth herein. This Agreement may be modified only in writing signed by all parties. Law Applicable. This Agreement shall be construed in accordance with the internal laws of the State of Wisconsin. Originals and Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Amendments to Agreement. This Agreement shall not be amended orally but only by the written agreement of the parties signed by the appropriate representatives of each party and with the actual authority of each party. Limitation on Liability. The parties acknowledge and agree that in carrying out any of the provisions of this Agreement or in exercising any power or authority granted to them thereby, there shall be no personal liability of the either parties' officers, members, agents, employees, or representatives, it being understood and agreed that in such matters they act as agents and representatives of the applicable party. No Partnership. This Agreement specifically does not create any partnership or joint venture between the parties or render any party liable for any debts or obligations of the other party. Recording of Agreement. The parties hereto agree that at the City's option a memorandum of this Agreement may be recorded on the record title to the Phase 1 Property. The Developer shall upon request of the City execute and deliver any such memorandum or other document in connection with such recording. Developer's Obligations Run with the Land. The Developer's obligations under this Agreement and all consents, obligations, waivers, restrictions, and other requirements of the Developer as set forth in this Agreement, shall be deemed to be covenants running with the land and shall be binding upon the Phase 1 Property and the successors, assigns, and other transferees of the Developer. The rights and benefits conferred upon the Developer shall not be covenants running with the land and shall not inure to the successors, assigns, or other transferees of the Developer, except as set forth in Section X.D, above. Severance. If any portion of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law. 18 28166700.15 Third Parties. This Agreement is made for the exclusive benefit of the parties hereto, and their permitted assignees (as set forth in Section X.D.), and is not for the benefit of any other persons, as third-party beneficiaries or otherwise, and this Agreement shall not be deemed to have conferred any rights, expressed or implied, upon any other party, except as set forth in Section X.D. Neutral Construction. This Agreement is the result of a negotiated agreement by the parties and prior to the execution of this Agreement each party had sufficient opportunity to have review of the document by legal counsel. Nothing in this Agreement shall be construed more strictly for or against either party because that party's attorney drafted this Agreement or any portion thereof or attachment hereto. 19 28166700.15 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date stated in the first paragraph of this Agreement. MILL ON MAIN PH 1, LLC, a Wisconsin limited liability company By: T. WALL ENTERPRISES MANAGER, LLC, a Wisconsin limited liability company, its Manager By: Name: Terrence R. Wall Title: President STATE OF _____________ } } SS COUNTY OF ____________ } Personally came before me this ______ day of ___________________, 2023, the above-named Terrence R. Wall, to me known to be the person who executed the foregoing instrument on behalf of Mill on Main Ph 1, LLC. * Notary Public, State of My Commission: 20 28166700.15 CITY OF OSHKOSH, WISCONSIN By: Mark A. Rohloff, City Manager By: Jessi Balcom, 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 ________________, 2023, the above named Mark A. Rohloff and Jesse Balcom, 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. * Notary Public, State of Wisconsin My Commission: 21 28166700.15 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: __________________, Chair By: __________________, Executive Director STATE OF WISCONSIN } } SS COUNTY OF WINNEBAGO } Personally came before me this _____ day of ________________, 2023, the above named and , to me known to be the Chair and Executive Director, respectively, of the Redevelopment Authority of the City of Oshkosh, Wisconsin, and the persons who executed the foregoing instrument. * Notary Public, State of Wisconsin My Commission: Exhibit A Project Site Plan 28166700.15 EXHIBIT B Legal Description of Phase I Parcel Lot 1 of Certified Survey Map No. 8005, recorded with the Winnebago County Register of Deeds as Document No. 1899509, being a part of the Southwest ¼ of Section 24, all in Township 18 North, Range 16 East, City of Oshkosh, Winnebago County, Wisconsin. EXHIBIT C Estimate of Phase I Project Costs Acquisition Costs Land Cost $1 Construction Costs Mixed-Use Building $23,951,615 TI – All Retail $752,375 On-site Work $150,000 Park & Public Space Improvements $300,000 Construction Contingency $734,359 Clubhouse and Pool $2,350,000 Environmental Abatement/Soil Correction Soil Remediation $386,000 Underground Parking - Dewatering $600,000 On-site Work $0 Permits/Fees Municipal Fees $138,799 Professional Services Architectural & Engineering $403,400 FF&E $150,000 Legal – Miscellaneous Development $178,978 Marketing/Leasing $35,000 Owner’s Representative $87,500 Soft Cost Contingency $267,849 Financing Costs Construction Period Interest $0 Loan Origination Fees & Financing Costs $168,883 Due Diligence $78,220 Equity Raising Expense $758,034 Entitlement Contribution Entitlement Contribution $1,666,628 Error! Unknown document property name. Cash Accounts/Escrows/Reserves Debt Service Reserves $1,642,041 Management Startup/Leasing $199,503 Other Soft Costs $0 TOTAL $34,999,184 28166700.15 EXHIBIT D UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH MILL ON MAIN PHASE 1 TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION Number Date of Original Issuance Principal Amount ____ _________________ $[8,343,364]1 FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the “City”), promises to pay to [THE MILL ON MAIN PH 1, LLC] (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 MRO is issued pursuant to the terms of a Tax Incremental District No. 43 Development Agreement dated as of , 2023 among the City, the Redevelopment Authority of the City of Oshkosh, Wisconsin and the Developer (“Development Agreement”). Capitalized terms used herein without definitions have the meanings ascribed to them in the Development Agreement. This MRO shall be payable in installments on [November 1, 2025] 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 has been issued to finance projects within the City’s Tax Incremental District No. 43 (“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 , 2023 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 1 Or 25% of final Phase 1 Project Costs, if less, and subject to adjustment as provided in the Development Agreement. 28166700.15 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, 2050]. 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 Revenues totaling the principal amount of this MRO 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, the City’s obligation to make payments on this MRO in the event of (i) the failure to complete future phases of the Project, and/or (ii) certain defaults under the Development Agreement shall be limited as provided in Section IV.B and Section IX.B.1 of the Development Agreement, respectively. 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, with the consent of the City, which consent shall not be unreasonably withheld. 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. 28166700.15 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: 28166700.15 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 Tax Incremental District No. 43 Project Plan City of Oshkosh Prepared by Ehlers Page | 28 Table 3 – Cash Flow City of Oshkosh, WI Tax Increment District #43 (Mill on Main) Cash Flow Projection Phase I @Phase II @Phase III @ 90% 90% 90% of Increment of Increment of Increment Year 2022 0 0 0 0 0 25,000 25,000 (25,000) (25,000)02022 2023 0 0 0 0 0 5,000 5,000 (5,000) (30,000)8,343,364 2023 2024 110,362 110,362 99,326 0 0 5,100 104,426 5,936 (24,064)14,162,534 2024 2025 427,793 427,793 297,977 87,037 0 13,514 5,202 403,730 24,064 0 13,777,520 2025 2026 731,570 731,570 397,303 261,110 0 67,851 5,306 731,570 0 0 18,925,213 2026 2027 913,162 913,162 397,303 348,147 76,396 85,904 5,412 913,162 0 0 18,103,367 2027 2028 1,082,931 1,082,931 397,303 348,147 229,188 102,773 5,520 1,082,931 0 0 17,128,729 2028 2029 1,167,816 1,167,816 397,303 348,147 305,585 111,151 5,631 1,167,816 0 0 16,077,695 2029 2030 1,167,816 1,167,816 397,303 348,147 305,585 111,038 5,743 1,167,816 0 0 15,026,660 2030 2031 1,167,816 1,167,816 397,303 348,147 305,585 110,923 5,858 1,167,816 0 0 13,975,626 2031 2032 1,167,816 1,167,816 397,303 348,147 305,585 110,806 5,975 1,167,816 0 0 12,924,591 2032 2033 1,167,816 1,167,816 397,303 348,147 305,585 110,687 6,095 1,167,816 0 0 11,873,557 2033 2034 1,167,816 1,167,816 397,303 348,147 305,585 110,565 6,217 1,167,816 0 0 10,822,523 2034 2035 1,167,816 1,167,816 397,303 348,147 305,585 110,440 6,341 1,167,816 0 0 9,771,488 2035 2036 1,167,816 1,167,816 397,303 348,147 305,585 110,314 6,468 1,167,816 0 0 8,720,454 2036 2037 1,167,816 1,167,816 397,303 348,147 305,585 110,184 6,597 1,167,816 0 0 7,669,419 2037 2038 1,167,816 1,167,816 397,303 348,147 305,585 110,052 6,729 1,167,816 0 0 6,618,385 2038 2039 1,167,816 1,167,816 397,303 348,147 305,585 109,918 6,864 1,167,816 0 0 5,567,351 2039 2040 1,167,816 1,167,816 397,303 348,147 305,585 109,780 7,001 1,167,816 0 0 4,516,316 2040 2041 1,167,816 1,167,816 397,303 348,147 305,585 109,640 7,141 1,167,816 0 0 3,465,282 2041 2042 1,167,816 1,167,816 397,303 348,147 305,585 109,498 7,284 1,167,816 0 0 2,414,247 2042 2043 1,167,816 1,167,816 397,303 305,585 457,499 7,430 1,167,816 0 0 1,711,360 2043 2044 1,167,816 1,167,816 397,303 305,585 457,350 7,578 1,167,816 0 0 1,008,472 2044 2045 1,167,816 1,167,816 397,303 305,585 457,199 7,730 1,167,816 0 0 305,585 2045 2046 1,167,816 1,167,816 305,585 854,347 7,884 1,167,816 0002046 2047 1,167,816 1,167,816 1,159,774 8,042 1,167,816 0002047 2048 1,167,816 1,167,816 1,159,613 8,203 1,167,816 0002048 2049 1,167,816 1,167,816 1,159,449 8,367 1,167,816 0002049 2050 1,167,816 1,167,816 1,159,282 8,534 1,167,816 0002050 Total 28,957,771 28,957,771 8,343,364 5,918,496 5,806,107 8,679,549 210,256 28,957,771 Total 5.25% 5.25% 5.25% 4,270,000 3,140,000 2,660,000 10,070,000 Total Projected District Closure Outstanding PAYGO BalancesAnnual CumulativeAdmin. Total ExpendituresYear Projected Revenues Expenditures Tax Increments Incentive Present Value @ 5.25% Discount Rate Balances Development Incentives Public Infrastructure & Land WritedownTotal Revenues Ground Lease Agreement Document Number Document Title This LEASE AGREEMENT (the “Lease”), made and entered into this _____ day of April, 2023, is by and between the City of Oshkosh, (CITY) a Wisconsin municipality, and the Redevelopment Authority of the City of Oshkosh, (RDA), with their principal offices located at 215 Church Ave., P.O. Box 1130, Oshkosh, Wisconsin 54903-1130, (collectively "Lessor") and The Mill on Main PH 1, LLC, a Wisconsin limited liability company ("Lessee"): Parcel No. 03-0139-03-00 RECITALS 1. RDA owns real property located along S. Main Street and comprised of the parcel number(s) identified above (Project), in the City of Oshkosh, Winnebago County, Wisconsin. 2. The Project includes real property to be redeveloped described as attached Exhibit A and fully incorporated into this Lease. 3. Lessor and Lessee, together with the City of Oshkosh, have entered into a Development Agreement (“Development Agreement”) dated April ___, 2023, and recorded with the Winnebago County Register of Deeds as Document Number ___________ on the ____ day of April, 2023, for the purpose of constructing a mixed use development on the Leased Premises. A copy of the Development Agreement is not attached hereto but Lessee acknowledges that it read and signed the Agreement, retains a copy of the Development Agreement, is familiar with it and agrees to be bound by its terms as it may pertain to the development of the Leased Premises. A copy of the development footprint is attached as Exhibit B and incorporated herein. 4. Environmental remediation is required to be performed on the Leased Premises and certain funding sources for this environmental remediation require that Lessor continue to retain ownership of the Leased Premises until remediation is completed. Recording Area Name and Return Address City Attorney’s Office 215 Church Ave. P.O. Box 1130 Oshkosh, WI 54903-1130 5. It is in both parties’ interests that Lessee begin construction of the proposed development and related improvements on the Leased Premises prior to the completion of the environmental remediation, and the purpose of this Lease is to allow this commencement of construction. 6. The development of the Leased Premises described in the Development Agreement and in this Lease may be financed through a lender (Lender). The Lender may request and be granted an interest in this Lease up to and including the right to assume Lessee’s rights and obligations under this Lease and under the Development Agreement. However, the assignment of any Lessee interest in the Leased Premises must be related to the development and pursuant to the terms of the Development Agreement, must be contingent with such transfer becoming effective in the event of a default by Lessee, and must be accompanied by a simultaneous written assumption by Lender of Lessee’s obligations under the Development Agreement. All assignments, transfers, conveyances of the Leased Premises will be subject to continuing obligations under the Development Agreement. AGREEMENT 7. All Recitals are incorporated into this Agreement. 8. In exchange for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lessor agrees to lease to Lessee, and the Lessee agrees to accept such lease of the property identified and described as the Leased Premises on the terms and conditions expressly set forth and referenced herein. 9. The term of this Lease shall commence on the date it is executed by all parties, and shall end on the earlier of: (a) the date on which Lessee, or a Lender as may otherwise be allowed under a lease assignment, closes on its purchase of and acquires full ownership interest in the Leased Premises; (b) the date the Agreement is terminated by agreement of the parties; (c) if the Development Agreement is terminated due to failure of Developer to proceed with the Project as provided in Section IX.A.1 of the Development Agreement, the date the Development Agreement is terminated; or (d) the date that is fifty years after the date of commencement of this Lease. 10. Pursuant to the terms of the Development Agreement, Lessor and Lessee are obligated to cooperate with respect to remediation actions at the direction of the Wisconsin Department of Natural Resources relating to existing hazardous substances on the Leased Premises (Remediation). The Remediation shall be performed pursuant to the terms of the Development Agreement, the terms of any grants utilized for this purpose, and the terms required by the Wisconsin Department of Natural Resources (WDNR). Lessor and Lessee will each take all necessary actions to obtain a Voluntary Party Liability Exemption (VPLE) from the WDNR for the Leased Premises for any parcel on which remediation is deemed necessary. Remediation of the site, if necessary, will not be completed until construction of the improvements on the Leased Premises is completed, and the Leased Premises cannot be conveyed by Lessor until the Remediation is determined to be unnecessary or is complete and any applicable grants used for Remediation are closed out. Lessee shall close on its purchase of the Leased Premises upon a determination that remediation is unnecessary or upon on the earliest practical date after both of the two following events occur: (1) the issuance of the Certificate of Completion; and, (2) the closeout of any Remediation grants; unless otherwise agreed upon in writing by the Parties. It is expected that the grants will be closed out by the Agencies within one hundred twenty (120) days after the issuance of the Certificate of Completion. All parties agree that the timely expiration of this Lease, and conveyance of the Leased Premises, is in everyone’s best interest and will work in good faith towards that end. Lessor shall convey the Leased Premises to Lessee pursuant to this Lease and terms of the Development Agreement. The Parties acknowledge that if the Certificate of Completion is not received, or the closeout of any Remediation grants does not take place, Lessee, at its election, is under no obligation to close on the purchase of the Property and may continue to lease the Leased Premises for the remainder of the fifty year lease term under this Lease, with any remaining environmental clean-up, if any, being the responsibility of the City. 11. There shall be no Lease payments due from Lessee to Lessor other than the payment identified in paragraph number 8, above, except as may be required by this Lease or the Development Agreement during the term of this Lease. 12. The Lessee shall be allowed to construct and operate apartment facilities, as well as develop business buildings and offices, retail spaces, and any and all related improvements on the Leased Premises as approved by Lessor pursuant to the terms of the Development Agreement and consistent with other government rules and regulations. No agreements by Lessee with others which purport to allow the use of the Leased Premises in a manner contrary to this Lease, or to the Development Agreement, shall be allowed, or enforceable, against Lessor or in rem against the Leased Premises. 13. During the term of this Lease, the Lessor shall be allowed reasonable access to the Leased Premises for any purpose related to any municipal or police power function, to meet its obligations under this Lease or the Development Agreement, or to function in its capacity as the owner of the Leased Premises. Lessor shall make all reasonable efforts to not materially disrupt Lessee’s allowed use of the property. Lessor shall provide reasonable written notice to the Lessee prior to accessing the premises. 14. During the term of this Lease, Lessee shall be deemed the owner of all improvements constructed on the Leased Premises by Lessee, subject to any legal rights and assignments to third–parties. Lessor may take actions to gain ownership of improvements upon the abandonment of the development and related interests by Lessee, assignees, or others subject to the rights of the lenders and providing known interested parties notice and a right to cure default or to affirm interest in the Leased Premises. 15. The Lessee has had sufficient access to the Leased Premises and as a result is or should reasonably be aware of all aspects related to its condition. The Lessor makes no express or implied promises or warranties related to the condition of the Leased Premises except those with respect to matters identified in the Development Agreement. 16. Lessee assumes full and complete responsibility for any development activities, fixtures, or improvements to the Leased Premises prior to the date Lessee purchases the Leased Premises pursuant to this Lease. 17. Lessee acknowledges that it assumes the responsibility of ensuring that its investments in or on the Leased Premises are protected through separate agreements with its Lenders or other measures allowed by law. 18. Lessee shall have all necessary insurance with sufficient limits which will cover its employees, actions and property on the Leased Premises. Lessee shall hold the Lessor harmless from any accident or incident involving Lessee, its employees or agents, or any dispute with any 3rd party resulting from any action of Lessee, its agents or assigns, occurring during the term of this Lease. 19. The Lessee is responsible for paying all utilities, costs, expenses, and obligations of any kind except those incurred by or that are the responsibility of the City during the term of and under this Lease and the Development Agreement. The Lessee is further required, at its expense, to keep and maintain in good order, condition, and repair the Leased Premises and all improvements constructed thereon, including but not limited to grounds and lawn maintenance and clearing of public sidewalks adjacent to the parcel (Riverwalk and park areas shall be maintained by the City). 20. Lessee shall be responsible to pay all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt), which accrue during the term of the Ground Lease. 21. Lessee shall not allow any encumbrance to be filed on or against the Leased Premises, including mortgages, easements, or similar restrictions, except for the assignment to Lenders provided under Section 6 of this Agreement. 22. All terms of the Development Agreement pertaining to the Leased Premises are incorporated into this Lease, including but not limited to representations and warranties. Lessor and Lessee may pursue any breach or default of this Lease or of the Development Agreement as allowed by law. 23. Lessee’s restrictions on the use of the Leased Premises during the terms of this Lease are set forth in the Development Agreement, and are specifically incorporated into this Lease. All other terms, conditions, benefits, burdens, and agreements between these parties relating to the Leased Premises shall remain in full force and effect, without alteration. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written. LESSEE: The Mill on Main Ph 1, LLC By: _______________________________ Terrence R. Wall, President of T. Wall Enterprises Manager, LLC, its Manager This document drafted by: Lynn A. Lorenson City Attorney Oshkosh, Wisconsin 54903 LESSOR: City of Oshkosh By: _______________________________ Mark A. Rohloff, City Manager By:________________________________ Jessi Balcom, City Clerk Oshkosh Redevelopment Authority By: ________________________________ Chair By: _________________________________ Kelly Nieforth, Executive Director Exhibit A Legal Description of Phase I Parcel Lot 1 of Certified Survey Map No. 8005, recorded with the Winnebago County Register of Deeds as Document No. 1899509, being a part of the Southwest ¼ of Section 24, all in Township 18 North, Range 16 East, City of Oshkosh, Winnebago County, Wisconsin. EXHIBIT B Description of Project Plan Tax Incremental District (“TID”) No. 43 (“District”) is a proposed 13.45-acre Blighted Area District located on the Fox River generally east of S. Main Street, north of E. 10th Avenue and west of Pioneer Drive in the Sawdust District. The District will be created to pay the costs of development incentives and public infrastructure to permit a mixed-use redevelopment project with 291-multifamily apartment units and 21,800 square feet of commercial space (“Project”) to be developed by The Mill on Main, LLC (“Developer”). The Project will include construction of a private clubhouse, pickleball courts, an amphitheater, Riverwalk connection and other amenities. Property in the District was previously identified for redevelopment in the 2003 South Shore Redevelopment Area Project Plan and the 2020 Sawdust District Master Plan. 29122739.2 TAX INCREMENTAL DISTRICT NO. 43 DEVELOPMENT AGREEMENT (MILL ON MAIN REDEVELOPMENT PROJECT PHASE 2) This Development Agreement (“Agreement”) is made this ___ day of ___________, 2023 (the “Effective Date”), by and among 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”), and THE MILL ON MAIN PH 2, LLC, a Wisconsin limited liability company (“Developer”). WHEREAS, the City has established Tax Incremental District No. 43 (the “District”) as a 13.45 acre blighted area district in which at least fifty percent (50%) of the property within the District is a blighted area, as that term is defined by Wis. Stat. Sec. 66.1105(2)(ae), and in which certain costs incurred for redevelopment of the District may be reimbursed from the property tax increment as provided by State law; and WHEREAS, T. WALL ENTERPRISES DEVELOPMENT, LLC (“T. Wall”), approached the City indicating a desire to develop and construct within the District, in three (3) phases, a mixed-use project consisting of approximately 296 residential units and approximately 19,375 square feet of commercial space, together with underground and surface parking, other infrastructure and site improvements, in accordance with applicable City ordinances and City- approved plans (the “Project”), all as shown on the conceptual site plan attached hereto as Exhibit A (the “Site Plan”); and WHEREAS, to promote the development of the Project, the City created the District to assist in the financing of the costs of certain improvements, development incentives, and other costs associated with the ownership and development of the Project; and WHEREAS, pursuant to the terms of a separate development agreement (the “Phase 1 Development Agreement”), Mill on Main Ph 1, LLC, an affiliate of Developer (the “Phase 1 Developer”), is constructing the first phase of the Project (the “Phase 1 Project”), which Phase 1 Project is to be commenced no later than September 30, 2023 and substantially completed no later than December 31, 2024; and WHEREAS, Phase 2 of the Project will consist of approximately 95 market rate apartment units and approximately 8,000 square feet of commercial space (the “Phase 2 Project”), to be constructed by Developer as shown on the Site Plan, on a parcel of real property to be conveyed by the RDA to Developer (the “Phase 2 Property”), which Phase 2 Property is legally described on Exhibit B attached hereto; and WHEREAS, Developer would not undertake the development of the Phase 2 Project but for their reliance upon receiving tax increment financing to assist in the funding of a portion of Developer’s acquisition, development and operation costs for the Phase 2 Property, all as described below; and 2 29122739.2 WHEREAS, the City is authorized to enter into contracts necessary and convenient to implement the purpose of a Tax Incremental District, including the ability to provide development incentives and cash grants to owners, lessees, or developers of land located within the District; and WHEREAS, the uses of the Phase 2 Property contemplated by this Agreement are necessary and desirable to serve the interests of the City and its residents by expanding the tax base of the City, providing additional development opportunities, and providing a financing mechanism to make certain public improvements, all consistent with the purpose of a Tax Incremental District under Section 66.1105, Wisconsin Statutes; and WHEREAS, based upon the City's desire to redevelop the District and to obtain the economic benefits to be generated from the Project, the City is willing to enter into this Agreement. NOW THEREFORE, in consideration of the foregoing 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. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: Agreement. “Agreement” means this document and all of its component parts and exhibits. Affiliate. “Affiliate” means any entity which is, directly or indirectly, majority owned and controlled by, in control of, or under common control with T. Wall or Developer as of the Effective Date. Available Tax Increment. “Available Tax Increment” means an amount equal to ninety percent (90%) of the annual gross Tax Increment revenues actually received and retained by the City which are generated by the Phase 2 Property and improvements located thereon in the immediately preceding calendar year. Case Closure. “Case Closure” has the meaning set forth in Wis. Stat. Sec. 292.12. City Contribution. “City Contribution” means payments to be provided from the City to the Developer with respect to the Phase 2 Project from Available Tax Increment pursuant to the terms of this Agreement, in a total principal amount not to exceed the lesser of (i) FIVE MILLION NINE HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED EIGHTY SIX and No/100 Dollars ($5,918,486.00), or (ii) twenty five percent (25%) of Phase 2 Project Costs, subject to adjustment as provided in Section IV.B. and Section IX.B.1., below. District. “District” means all of the property included in Tax Incremental Finance District No. 43 as described in the Project Plan. 3 29122739.2 Existing Environmental Conditions. “Existing Environmental Conditions” means any Hazardous Substances, known or unknown, present in concentrations greater than applicable standards on, in, at, or under the Phase 2 Property or migrating in concentrations greater than applicable standards to or from the Phase 2 Property at any time on or before the commencement date of the Ground Lease, including, but not limited to those matters subject to the following proceedings: (i) Sawdust District – LGU, BRRTS #03715857901, 43 E. 7th Avenue; (ii) 706 S. Main Street – City of Oshkosh– LGU, BRRTS #0371586044, 706 S. Main Street; (iii) Recreational Lanes, BRRTS: #0371524916 (closed), 710 S. Main Street; and (iv) Miles Kimball Co., BRRTS #0271000135 (closed with conditions), 41 W. 8th Street. Ground Lease. “Ground Lease” means that certain Ground Lease by and between the RDA and Developer, in the form attached hereto as Exhibit F, pursuant to which Developer will lease the Phase 2 Parcel from the RDA until the conditions set forth in Article V, below, are met. Hazardous Substances. “Hazardous Substances” means toxic, hazardous, and/or regulated substances, pollutants, or contaminants, whether present in the soil or groundwater at, under, or migrating from or to the Phase 2 Property. Payment Dates. “Payment Dates” means November 1 of each year, commencing on November 1 of the first year following the year in which the Phase 2 Project first generates Available Tax Increment, up to and including November 1, 2050. Payment Term. “Payment Term” means the term commencing on the initial Payment Date and continuing on each Payment Date thereafter until the first to occur of the following: (i) payment to Developer of the entire amount of the City Contribution, or (ii) November 1, 2050. Phase 2 MRO. “Phase 2 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 as described in Section IV.A. below, in substantially the form of Exhibit D attached hereto and incorporated herein. The Phase 2 MRO shall be issued pursuant to Section 66.0621 of the Wisconsin Statutes, shall not constitute an 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 Phase 2 MRO. Phase 2 Project Costs. “Phase 2 Project Costs” means the total of all hard and soft costs of acquiring and constructing the Phase 2 Project, including all capital expenditures (or expenditures that could be treated as capital expenditures) and preliminary expenditures (such as architectural, engineering, environmental studies, surveying, soil testing, attorneys’ fees and expenses, and similar costs that are incurred in connection with the construction of the Project) and all other direct and indirect costs of development of the Project. Developer’s initial estimate of Phase 2 Project Costs is attached hereto as Exhibit C. For the avoidance of doubt, “Phase 2 Project Costs” shall not include any amounts (i) incurred during construction of the Phase 1 Project, or (ii) expended by Developer or any Affiliate during the construction of the Phase 2 Project which are incurred with respect to the final phase of the Project (such final phase generally 4 29122739.2 referred to herein as “Phase 3”), which Phase 3 shall be subject to a separate Development Agreement. Project Plan. “Project Plan” means the “Project Plan for the Creation of Tax Incremental Finance District No. 43 (Mill on Main Redevelopment Project) in the City of Oshkosh” prepared by Ehlers, Inc. dated August 2, 2022. Tax Increment. “Tax Increment” has the same meaning as defined in Section 66.1105(2)(i) of the Wisconsin Statutes. Tax Increment Law. “Tax Increment Law” means Section 66.1105 of the Wisconsin Statutes. II. GROUND LEASE; ACQUISITION OF PROPERTY. The City and T. Wall are parties to a Purchase Agreement dated as of January 27, 2022, as amended, pursuant to which T. Wall and/or one or more affiliates of T. Wall will acquire the Project property, including the Phase 2 Property. The terms of this Agreement and the related development agreements being entered into contemporaneously regarding Phases 1 and 3 of the Project are intended to incorporate the final terms of agreement between the parties hereto with respect to the Project and the Purchase Agreement is hereby terminated. On or promptly following the Effective Date, the RDA and Developer will enter into the Ground Lease with respect to the Phase 2 Property, which will contain terms reasonably satisfactory to the RDA (as ground lessor) and Developer (as ground lessee), but in all events shall contain the following terms and conditions: 1. A term of fifty (50) years, commencing upon the date that the Ground Lease is signed (subject to subsection 5, below), but terminable upon the conveyance of the Phase 2 Property by the RDA to the Developer pursuant to Article V, below. 2. Base rent of $1 per year. 3. Developer will be responsible for all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt), which accrue during the term of the Ground Lease. 4. The City will retain a right of access to the Property, upon providing written notice to the Developer (which may be by electronic mail), to the extent necessary to perform the City’s obligations with respect to any required environmental remediation of the Property pursuant to Article V, below. 5. The Ground Lease may be terminated by Developer in the event that Developer is not able to secure a building permit from the City for the Phase 2 Project and has not otherwise commenced construction activities on the Phase 2 Property. 6. The Ground Lease shall terminate in the event that (i) the Phase 1 Project is not commenced before September 30, 2023, (ii) the Phase 1 Project is not completed by 5 29122739.2 December 31, 2024 (or such later date to which the deadline for completion of the Phase 1 Project shall have been extended by agreement of the Phase 1 Developer and the City), or (iii) the Phase 2 Project is not commenced by Developer on or before the date set forth in Section III.B., below. 7. Developer may purchase the Property at any time after completion of the Phase 2 Project for $1.00 and shall be required to purchase the Property after completion of the Phase 2 Project upon receipt of a COC (as that term is defined in Article V, below). III. OBLIGATIONS OF DEVELOPER. Phase 2 Project Description. As of the date of this Agreement Developer contemplates that the Phase 2 Project will be a mixed-use project consisting of 95 market rate apartments and 8,000 square feet of commercial space, including approximately 40 surface parking stalls, 150 underground parking and associated site improvements. Upon Developer’s written request, the City will cooperate with Developer with respect to the finalization of the design, general development plans and specific site implementation plans for the Phase 2 Project. The City shall not withhold its approval of the final plans for the Phase 2 Project, nor shall the City withhold its consent to requests from Developer to modify such plans, so long as Phase 2 Project retains the same basic character as a mixed-use development as was originally proposed by Developer, the Phase 2 Completion Date (as that term is defined in Section III.B., below) is not extended, and the Minimum Phase 2 Project Costs (as that term is defined in Section III.B., below) are not reduced. Phase 2 Project Construction. Developer shall commence construction of the Phase 2 Project no later than September 30, 2025 (the “Phase 2 Commencement Date”). Developer shall diligently pursue completion of construction of the Phase 2 Project in accordance with applicable City ordinances and City-approved plans so that, subject to the terms and conditions set forth in this Agreement, construction of the Phase 2 Project shall be substantially complete by December 31, 2027 (the “Phase 2 Completion Date”). With respect to the development of the Phase 2 Project under this Section III.A., Developer agrees that it shall expend Project Costs in an amount of not less than $25,000,000.00 (“Minimum Phase 2 Project Costs”). 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. Costs and Expenses. The Developer shall be responsible for all costs related to the Phase 2 Project and any other work to be performed by the Developer under this Agreement, including all engineering, inspections, materials, labor, on-site management of Hazardous Substances (subject to Article V below), as well as all costs of monitoring and otherwise complying with any institutional controls and continuing obligations relating to the Existing Environmental conditions and/or imposed by any Case Closure. Developer shall also be responsible for payment of all City fees including building permit fees, zoning and sign permit fees, electrical and plumbing fees. Developer shall also be responsible for special assessments for certain public work done in connection with the Project as provided in Section IV.D. below (without duplication to the extent any such assessments are paid by the Phase 1 Developer), specifically (i) the reconstruction of South Main Street and East 7th Avenue as provided by the City’s Special Assessment Policy for property owners for similar projects, (ii) the installation of all laterals necessary for water, sewer 6 29122739.2 and storm sewer services for the Project, (iii) the added cost for a parking lane along South Main Street, and (iv) the incremental cost to construct the north side of East 9th Avenue in a manner which will permit angle parking adjacent to the Project. Any special assessments payable by the Developer may be paid in installments to the extent permitted by the City’s Special Assessment Policy. Submission and Verification of Phase 2 Project Cost Information. The Developer shall submit evidence of all Phase 2 Project Costs which it intends to serve as the basis for the City Contribution to the City promptly following the completion of the Phase 2 Project. Developer’s submission shall be in same form as Developer’s initial budget estimate (attached hereto as Exhibit C), shall set forth actual costs incurred for each line item, and shall include the general contractor’s final affidavit of payment of all debts and claims (AIA Form G706 or equivalent) and evidence of payment of all invoices, together with copies of lien waivers from each contractor or other payee having lien rights. All Phase 2 Project Costs shall be certified as true, correct and complete by Developer and subject to reasonable verification by the City. The City shall keep the documents submitted to the City described in this Section III.C. confidential to the extent possible pursuant to open records laws. IV. CITY CONTRIBUTION AND OBLIGATIONS. City Contribution. In each year beginning in the year following the first year in which the Phase 2 Project generates Tax Increment and ending in 2050 (or, if earlier, when the total amount of the City Contribution has been reimbursed to Developer under this Agreement), in consideration of the Developer undertaking its obligations under this Agreement, the Available Tax Increment shall be applied to make payments under this Agreement to pay the Developer 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 third November after the date of this Agreement provided that there is Available Tax Increment. Such payments shall be made in accordance with the terms of this Agreement, as further described in this Section IV.A. and the Phase 2 MRO. The City Contribution shall be paid by the City only out of Available Tax Increment, subject to the provisions of this Agreement and the Phase 2 MRO. The City Contribution is a special and limited obligation of the City, and not a general obligation of the City. The Phase 2 MRO shall be issued upon the issuance b y the City of a certificate of occupancy for the Phase 2 Project, in the amount set forth in Section 1.E., above. The City Contribution shall not bear interest. 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 Phase 2 Property (and all improvements and personal property thereon) shall be used to make payments to the Developer; and (iii) if, on November 1, 2050, 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 their designed representative shall include the payment of the entire Available Tax Increment for each year 7 29122739.2 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 in any year until the City has made the payment due hereunder to Developer for such year in full. 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 Phase 2 Property, failure of the Phase 2 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, 2050, unless the City first pays the outstanding balance due under the City Contribution to Developer, subject to the provisions of this Agreement. Attached hereto as Exhibit E is the City’s projection of revenues and expenditures for the District over its term, with the City Contribution labeled as “Phase 2 Development Incentive” thereon. Exhibit E is provided for illustrative purposes only, and Developer acknowledges that the amounts set forth thereon are estimates only. The City agrees to reasonably cooperate with Developer regarding future extensions requested by the Developer to the overall Project schedule due to factors outside of the Developer’s control, including, but not limited to, acts of God, government shutdowns, pandemics, and economic recession. City Contribution not to be Considered Indebtedness. In no circumstances shall the amount of the City Contribution due Developer hereunder be considered an indebtedness of the City, and the obligation of the City hereunder is limited to the Available Tax Increment which is appropriated by the City Common Council for payment of such amounts and only to the extent as provided in this Agreement. Amounts due hereunder shall not count against the City's constitutional debt limitation, and no taxes will be levied for its payment or pledged to its payment other than Tax Increment which has been appropriated for that purpose. City Cooperation; Approvals. City shall timely complete all necessary or required zoning, development and use reviews for the Phase 2 Project, pursuant to applicable City ordinances. City shall process, on a timely basis, each and every application submitted by, through or under Developer in connection with its development of the Phase 2 Project, including all applications with respect to necessary or appropriate licenses and permits in connection with 8 29122739.2 Developer’s development of the Phase 2 Project. Without limitation, if an application is deemed deficient, City shall cooperate with Developer to ensure proper completion thereof. Likewise, City shall use good faith efforts to diligently process all such matters, to assist Developer’s efforts to timely complete the Phase 2 Project as set forth in this Agreement. City Construction Work. The City will (i) remove overhead power lines and poles located within the District on East 7th Avenue, East 8th Avenue, between East 8th Avenue and East 9th Avenue, and along the railroad corridor and install underground electric lines; (ii) construct (subject to Wisconsin Department of Natural Resources (“WDNR”) approval) approximately twenty (20) public docks and perform ancillary shoreline work along the riverfront; (iii) construct a parking lot at the trail head of the City’s Riverwalk; (iv) reconstruct 9th Street along the southern boundary of the Project; (v) reconstruct South Main Street along the western boundary of the Project and (vi) reconstruct East 7th Avenue east of South Main Street with a cul-de-sac, sidewalk and aprons to access parking areas within the Project area. The City will complete the installation of underground electric lines no later than December 31, 2024 and intends to complete the balance of the work described in this Section IV.D. within the timeframes established in the Project Plan. V. ENVIRONMENTAL MATTERS; TRANSFER OF PHASE 2 PROPERTY. The City will enroll the property located within the District in the State of Wisconsin Voluntary Party Liability Exemption (“VPLE”) program (Wis. Stat. §292.15) and will obtain a Certificate of Completion (“COC”) from the WDNR for the property located within the District, including the Phase 2 Property. The expense associated with the application to enroll the Phase 2 Property in the VPLE program will be the responsibility of the City. The expense of any necessary monitoring, remediation or other work during construction of the Phase 2 Project necessary for the issuance of, or which may be required thereafter by the terms of, the COC (including, but not limited to, the preparation and submission of a Material Management Plan to WDNR) will be the responsibility of Developer. The parties acknowledge that the COC will pertain only to those substances which the City or the Developer have investigated and remediated to the satisfaction of WDNR and will not extend to a release of Hazardous Substances not included within any such investigation, including, by way of example, any release of per- or polyfluoroalkyl substances (“PFAS”), to the extent PFAS is not a subject of investigation in the VPLE proceeding. The City’s environmental consultant, AECOM, has developed a memorandum to support its determination, based upon desktop evaluations of the use and history of the property located within the District, that it is unlikely that PFAS was used or discharged on the property located withing the District. AECOM is seeking a Technical Assistance Clarification from WDNR regarding its PFAS evaluation. Developer acknowledges and agrees that (i) the City may not apply for the COC prior to substantial completion of the Phase 2 Project (and, potentially, not until the completion of those phases of the Project in its entirety), (ii) the COC may impose institutional controls, including, but not limited to, groundwater use restrictions and cap construction and maintenance requirements, and (iii) the Phase 2 Property is presently subject to institutional controls and continuing obligations imposed by the WDNR relating to the Existing Environmental Conditions. Based upon the foregoing, Developer (x) acknowledges the residual presence of certain Existing Environmental Conditions, and (y) agrees that certain continuing obligations 9 29122739.2 imposed by the WDNR related to such Existing Environmental Conditions may restrict disturbance of the subsurface of the property following the issuance of the COC. Following the commencement date of the Ground Lease, Developer shall be responsible for compliance with all applicable institutional controls and continuing obligations and any additional institutional controls and continuing obligations which may be imposed by the COC or any future Case Closure. Within sixty (60) days of the later of (i) WDNR’s issuance of a COC covering the Phase 2 Property, or (ii) Developer’s completion of the Phase 2 Project, the parties will terminate the Ground Lease, and the RDA will convey the Phase 2 Property to Developer for a purchase price of $1.00 by general warranty deed, subject to no liens or encumbrances other than utility easements of record, zoning restrictions, deed restrictions imposed by WDNR with respect to the COC or any Case Closure affecting the Phase 2 Property, and other matters reasonably acceptable to Developer (each, a “Permitted Encumbrance”), provided that no such Permitted Encumbrance will prohibit or interfere in any material respect with the development or operation of the Phase 2 Project or the Project as a whole. The City shall be responsible for payment of any and all property and other taxes levied against the Phase 2 Property for any period(s) prior to the Effective Date. The City shall pay the premium for an owners’ title insurance policy in the amount of $210,000, insuring that fee simple title to the Phase 2 Property is vested in Developer, subject to no liens or encumbrances other than Permitted Encumbrances. Developer shall be responsible for, and shall indemnify, defend, and hold harmless the City and its officers, employees, contractors, and agents from and against, any and all actions, claims, causes of action, costs, damages, demands by governmental entities or individuals, expenses, liabilities, losses, obligations, penalties, or suits including, without limitation, all reasonable attorney, consultant, and engineer costs or fees related thereto (collectively, “Environmental Claims”), in any way arising out of, connected with, or resulting from any Hazardous Substances, known or unknown, present on, in, at or under the Phase 2 Property or migrating to or from the Phase 2 Property from or after the commencement date of the Ground Lease; provided, however, that Developer’s obligations under this Section V.D. shall not include any Environmental Claim relating to or arising from the presence at the Phase 2 Property of a Hazardous Substance that is: 1. Confined to locations and at concentrations that are permissible to remain in place without further action under applicable environmental laws or approved by WDNR to remain in place in any Case Closure or the COC, provided Developer does not exacerbate such Hazardous Substance or take or fail to take action triggering the need to respond to such Hazardous Substance; 2. Present as a result of the introduction of such Hazardous Substance by the City, whether directly or by migration from an off-site location; 3. Present as a result of any failure by the City to perform any obligation applicable to it under the terms of any Case Closure or the COC; or 4. Subject to or the subject of any exception from or release of liability provided by the COC. 10 29122739.2 VI. APPROVALS AND DEVELOPMENT STANDARDS. Approval of Public Bodies. The Developer shall obtain from the City and all other appropriate governmental bodies (and all other councils, boards, and parties having a right to control, permit, approve, or consent to the development and use of the Phase 2 Property) all approvals and consents necessary for the City to approve the development of the Phase 2 Property, and any other approvals necessary to utilize the Phase 2 Property for the Phase 2 Project. Notwithstanding the foregoing, the City shall be responsible for the application to enroll the Phase 2 Property in the VPLE program as set forth in Section V.A., above. Acceptance of Agreement. The acceptance of this Agreement and granting of any and all approvals, licenses, and permits by the City shall not obligate the City to grant any additional approvals, including, but not limited to, variances, exceptions, or conditional use permits, or approve any building or use the City determines not to be in compliance with the applicable municipal codes and ordinances of the City. The City agrees to work in good faith, promptly, and diligently in connection with the issuance or grant of all such approvals, consents, permits, certificates, and any other documents as may be necessary or desirable in connection with the development, utilization, and operation of the Phase 2 Property and to act reasonably and expeditiously and in cooperation with the Developer in connection therewith; it being understood and agreed that this provision is not intended to limit the rights of the City as more particularly set forth above or in Article IX, below. Development Requirements. The Developer shall use the Phase 2 Property for the Phase 2 Project and in accordance with the provisions of this Agreement, and all other applicable federal, state, county, and City laws and regulations. Tax Exemption Forbearance. Developer acknowledges that the City is relying upon the Developer's real property taxes to generate the Available Tax Increment to fund the City Contribution. As a result, the Developer agrees that, neither the Developer nor any existing or future Affiliate or related entity of the Developer (collectively, “Developer Affiliates”) shall use or permit the use of any of the Phase 2 Property in any manner which would render any of such Property exempt from property taxation, without the prior written consent of the City, which consent may be conditioned upon the obligation of the Developer, existing or future Affiliate, any related entity of the Developer or any successor owner to enter into an agreement to make a payment in lieu of taxes (“PILOT”), but may not be unreasonably withheld, so long as the PILOT agreement requires a payment to the City substantially equivalent to the real estate tax payment which would be payable with respect to the portion of the Phase 2 Property which is exempt from taxation were such portion of the Phase 2 Property not tax-exempt. This provision shall continue to be applicable until the termination of the District. Any amount received by the City as a payment in lieu of taxes will be treated as additional Available Tax Increment, and subject to payment to Developer under the Phase 2 MRO as provided herein. 11 29122739.2 VII. WARRANTIES AND REPRESENTATIONS. The Developer hereby warrants, represents, and covenants to the City: 1. Developer is a duly organized and existing limited liability company in the State of Wisconsin. 2. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by Developer, and no other or further acts or proceedings of Developer or its 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 the Developer and constitute the legal, valid, and binding agreements and obligations of the Developer, enforceable against 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. 3. There are no lawsuits filed or, to the knowledge of the Developer, pending or threatened against the Developer or the Project that may in any material way jeopardize the ability of Developer to perform its obligations hereunder. 4. Prior to the Phase 2 Commencement Date, Developer shall demonstrate that it has sufficient funds through equity and debt financing sources to construct, operate, maintain, and fulfill the Phase 2 Project. 5. 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 agreements, documents, and contracts required to be executed in connection with the transactions arising out of this Agreement. 6. Developer’s current manager or another Affiliate of T. Wall shall remain as the manager of the Developer through the Phase I Completion Date, and thereafter, the replacement of Developer’s manager with a party which is not an Affiliate of T. Wall shall be treated as an assignment under Section X.D., below. The City hereby warrants and represents to the Developer that: 1. Subject to the approval of City Common Council, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the City, and no other or further acts or proceedings of the City or its officials are necessary to authorize and approve the execution, delivery, and, subject to annual appropriation by the City Common Council, performance of this 12 29122739.2 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 the City and constitute the legal, valid, and binding agreement and obligation of the City, enforceable against the City in accordance with their respective terms, except as the enforceability thereof may be limited by applicable law and as is otherwise subject to annual appropriation by the City Common Council. 2. Except for any assessments which may have been levied for work described in Section III.B., above, no special assessments or other charges of any kind have been levied against the Phase 2 Property with respect to the Project Costs as of the Effective Date. VIII. CONDITIONS TO/LIMITATIONS ON THE OBLIGATIONS. Notwithstanding anything to the contrary set forth in this Agreement, neither the City nor the Developer shall be obligated to expend any amounts under this Agreement and either the City or the Developer may suspend or terminate this Agreement or the performance of any and all of its obligations under this Agreement, without recourse by or against the other, if: The Wisconsin Department of Revenue fails to certify all or any portion of the creation of the District or the Project Plan (“Non-Certification”); provided, however, the City shall first make all reasonable efforts in good faith to cure such Non-Certification; or The District is involuntarily terminated or dissolved (“Involuntary Termination”); provided, however, the City shall first make all reasonable efforts in good faith to cure such Involuntary Termination. IX. DEVELOPER: EVENT OF DEFAULT. Event of Default. An “Event of Default” is any of the following: 1. Failure to Construct the Phase 2 Project. Subject to the terms of this Agreement, the Developer fails to construct the Phase 2 Project as required under Article III, above; or 2. Taxes. Any real or personal property tax or any special assessment levied or imposed by the State, County, or City against all or any portion of the Phase 2 Property is not paid prior to becoming delinquent; provided that the Developer shall have the right to contest the same in accordance with applicable law; or 3. Tax Exemption. All or any portion of the Phase 2 Property becomes tax exempt without a PILOT agreement; or 4. Breach of Agreement. The Developer breaches any provision of this Agreement or its obligations under this Agreement; provided, that written notice of the breach has been given to the Developer and the Developer has failed to cure such breach within sixty (60) days or, if a longer period is reasonably required under the circumstances, so long as the Developer has begun to cure such breach in good faith within such sixty (60) day period and thereafter diligently continues to cure such breach; or 13 29122739.2 5. Insolvency. Developer shall: (i) become insolvent or generally not pay, or be unable to pay, or admit in writing its inability to pay, its debts as they mature; (ii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets; or (iii) become the subject of an order for relief within the meaning of the United States Bankruptcy Code, or file a petition in bankruptcy, for reorganization or to effect a plan or other arrangement with creditors; or (iv) have a petition or application filed against it in bankruptcy or any similar proceeding, and such petition, application, or proceeding shall remain undismissed for a period of ninety (90) days or more, or the Developer shall file an answer to such petition or application, admitting the material allegations thereof; or (v) apply to a court for the appointment of a receiver or custodian for any of its assets or properties, with our without consent, and such receiver shall not be discharged within ninety (90) days after its appointment; or (vi) adopt a plan for the complete liquidation of its assets. City Options upon Event of Default. Whenever an Event of Default occurs under Section IX.A, the City may take one or more of the following actions, in the City's sole and absolute discretion: 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 during the pendency of the Event of Default; provided, that (i) if the Event of Default is solely a failure by Developer to spend the Minimum Phase 2 Project Costs, the City will not terminate all of its payment obligations hereunder, but will reduce the City Contribution on a pro rata basis based upon the ratio of actual Phase 2 Project Costs to Minimum Phase 2 Project Costs; and (ii) if the Event of Default is solely a failure by Developer to complete the Phase 2 Project in time for it to be fully assessed as of January 1, 2028, the City will not terminate all of its payment obligations hereunder, but will permanently reduce the City Contribution by an amount equal to difference between Available Tax Increment actually paid to Developer on the November 1, 2029 Payment Date and the amount of Available Tax Increment which would have been paid to Developer on such date had the Phase 2 Project been completed in a timely manner. 2. Take any action, including legal or administrative action, at law or in equity, which may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement or to seek remedy for its breach. Such rights and remedies shall not be exclusive of any other remedy or remedies, and such rights and remedies shall be cumulative and shall be in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. Delay in Exercise of Rights Not Waiver. No delay or omission to exercise any right or power accruing to the City, on the one hand, or the Developer, on the other hand, upon any default by the other party shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient as long as the default is continuing. Written Waiver Required. In the event this Agreement is breached by either party and such breach is expressly waived in writing by the other party, such waiver shall be limited 14 29122739.2 to the particular breach so waived and shall not be deemed to waive any other concurrent, previous, or subsequent breach hereunder. A party's acquiescence in not enforcing any portion of this Agreement shall not provide a basis for the application of estoppel or other like defense or otherwise constitute waiver. Any waiver of any provision of this Agreement by the City must be express and in writing. Compensation for Costs of Breach. Whenever there is an Event of Default by the Developer hereunder, and the City employs attorneys or incurs other expenses for the collection of payment due or to become due for the enforcement or performance or observance of any obligation or agreement on the part of the Developer contained in this Agreement, the Developer shall, on demand thereof, pay to the City the reasonable fees of such attorneys and such other reasonable expenses incurred by the City. X. MISCELLANEOUS PROVISIONS. Incorporation of Attachments. All exhibits and other documents attached hereto or referred to herein are hereby incorporated in and shall become a part of this Agreement. Term. Unless terminated under Article IX, above, the term of this Agreement shall begin as of the Effective Date and shall continue until December 31, 2050, unless terminated earlier in accordance with the termination by the City of the District in accordance with the Tax Increment Law. Review and Inspections. The City will act diligently to review all necessary approvals, licenses, and permits and to undertake any inspections duly requested by the Developer. Restriction on Assignment of Agreement. 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 and obligations under this Agreement without the prior written consent of the City (which such consent, following substantial completion of the Project, shall not be unreasonably withheld, conditioned or delayed). For purposes hereof, the removal of an Affiliate of Developer as the manager of Developer shall be an assignment subject to this Section X.D.1. Upon an assignment or transfer of the 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 and effect. 2. Permitted Assignments. Following substantial completion of the Phase 2 Project, Developer may assign all of its rights and obligations to an Affiliate, without the prior written consent of the City, so long as the proposed Affiliate assignee agrees in writing to assume all of the Developer’s rights and obligations under this Agreement, the Developer conveys the Phase 2 Property to the Affiliate assignee, the Developer provides the City with timely written notice and a copy of such fully executed assignment and assumption agreement, and T. Wall or an Affiliate of T. Wall remains the manager of the Affiliate assignee. 3. Collateral Assignment of Development Agreement. Developer may assign its rights and obligations under this Agreement to a lender or lenders, solely for purposes of providing collateral security for a loan issued to Developer for the purposes of the construction 15 29122739.2 and development of the Phase 2 Project. Any such assignment shall be contingent upon, or become effective only following, an event of default Developer under the terms of the loan. So long as Developer has notified the City of the identity and contact information for its lender, the City will use reasonable efforts to notify Developer’s lender of any Event of Default by Developer hereunder. Any such assignment shall be of the right to receive payments on the City Contribution only, and no such assignment shall relieve Developer of any of its obligations to the City hereunder. Force Majeure. A party shall be excused from its obligations under this Agreement if and to the extent and during such time as the party is unable to perform its obligations or is delayed in doing so due to events or conditions outside of the party's reasonable control (each a “Force Majeure Event”) including, without limitation in any way, acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather conditions, terrorism, strikes, and/or labor disputes. Upon the occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will promptly give notice to the other party, and thereafter the parties shall meet and confer in good faith in order to identify a cure of the condition affecting its performance as expeditiously as possible. Time of the Essence. Time is deemed to be of the essence with regard to all dates and time periods set forth herein and incorporated herein. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Delivery of Notices. Except as otherwise provided herein, any notice required hereunder shall be given in writing, signed by the party giving notice, personally delivered, mailed by certified or registered mail, return receipt requested, sent by overnight delivery service, or faxed to the parties’ respective addresses as follows, provided any notice given by facsimile is also given by one of the other methods: To the City: City of Oshkosh City Attorney’s Office 215 Church Avenue Post Office Box 1130 Oshkosh, WI 54903-1130 Attn: City Attorney With a copy to: Godfrey & Kahn, S.C. 100 W. Lawrence Street Appleton, WI 54911 Attn: Michael J. Lokensgard To Developer: Mill on Main Ph 2, LLC 1818 Parmenter Street, Suite 400 P.O. Box 620037 Middleton, WI 53562 Attn: Terrence R. Wall, President of its Manager 16 29122739.2 and shall be deemed given upon personal delivery, the first business day after certification or registration, the first business day after deposit with the overnight delivery service, and upon acknowledgement of receipt by facsimile or electronic mail (provided notice is promptly sent by one of the other methods). Entire Agreement. This Agreement and all other documents and agreements expressly referred to herein, contain the entire agreement between the Developer and the City with respect to the matters set forth herein. This Agreement may be modified only in writing signed by all parties. Law Applicable. This Agreement shall be construed in accordance with the internal laws of the State of Wisconsin. Originals and Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Amendments to Agreement. This Agreement shall not be amended orally but only by the written agreement of the parties signed by the appropriate representatives of each party and with the actual authority of each party. Limitation on Liability. The parties acknowledge and agree that in carrying out any of the provisions of this Agreement or in exercising any power or authority granted to them thereby, there shall be no personal liability of the either parties' officers, members, agents, employees, or representatives, it being understood and agreed that in such matters they act as agents and representatives of the applicable party. No Partnership. This Agreement specifically does not create any partnership or joint venture between the parties or render any party liable for any debts or obligations of the other party. Recording of Agreement. The parties hereto agree that at the City's option a memorandum of this Agreement may be recorded on the record title to the Phase 2 Property. The Developer shall upon request of the City execute and deliver any such memorandum or other document in connection with such recording. Developer's Obligations Run with the Land. The Developer's obligations under this Agreement and all consents, obligations, waivers, restrictions, and other requirements of the Developer as set forth in this Agreement, shall be deemed to be covenants running with the land and shall be binding upon the Phase 2 Property and the successors, assigns, and other transferees of the Developer. The rights and benefits conferred upon the Developer shall not be covenants running with the land and shall not inure to the successors, assigns, or other transferees of the Developer, except as set forth in Section X.D, above. Severance. If any portion of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law. 17 29122739.2 Third Parties. This Agreement is made for the exclusive benefit of the parties hereto, and their permitted assignees (as set forth in Section X.D.), and is not for the benefit of any other persons, as third-party beneficiaries or otherwise, and this Agreement shall not be deemed to have conferred any rights, expressed or implied, upon any other party, except as set forth in Section X.D. Neutral Construction. This Agreement is the result of a negotiated agreement by the parties and prior to the execution of this Agreement each party had sufficient opportunity to have review of the document by legal counsel. Nothing in this Agreement shall be construed more strictly for or against either party because that party's attorney drafted this Agreement or any portion thereof or attachment hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date stated in the first paragraph of this Agreement. MILL ON MAIN PH 2, LLC, a Wisconsin limited liability company By: T. WALL ENTERPRISES MANAGER, LLC, a Wisconsin limited liability company, its Manager By: Name: Terrence R. Wall Title: President STATE OF _____________ } } SS COUNTY OF ____________ } Personally came before me this ______ day of ___________________, 2023, the above-named Terrence R. Wall, to me known to be the person who executed the foregoing instrument on behalf of Mill on Main Ph 2, LLC. * Notary Public, State of My Commission: 18 29122739.2 CITY OF OSHKOSH, WISCONSIN By: Mark A. Rohloff, City Manager By: Jessi Balcom, 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 ________________, 2023, the above named Mark A. Rohloff and Jesse Balcom, 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. * Notary Public, State of Wisconsin My Commission: 19 29122739.2 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: __________________, Chair By: __________________, Executive Director STATE OF WISCONSIN } } SS COUNTY OF WINNEBAGO } Personally came before me this _____ day of ________________, 2023, the above named and , to me known to be the Chair and Executive Director, respectively, of the Redevelopment Authority of the City of Oshkosh, Wisconsin, and the persons who executed the foregoing instrument. * Notary Public, State of Wisconsin My Commission: Exhibit A Project Site Plan 29122739.2 EXHIBIT B Legal Description of Phase 2 Parcel Lot Two (2) of Certified Survey Map No. 8005, recorded with the Winnebago County Register of Deeds as Document No. 1899509, being a part of the Southwest ¼ of Section 24, all in Township 18 North, Range 16 East, City of Oshkosh, Winnebago County, Wisconsin. 29122739.2 EXHIBIT C Estimate of Phase 2 Project Costs Acquisition Costs Land Cost $1 Construction Costs Mixed-Use Building $21,163,880 TI – All Retail $507,000 On-site Work $150,000 Construction Contingency $563,099 Environmental Abatement/Soil Correction Soil Remediation $315,000 Permits/Fees Municipal Fees $138,799 Professional Services Architectural & Engineering $410,400 FF&E $75,000 Legal Miscellaneous Development $178,978 Marketing/Leasing $35,000 Owner’s Representative $87,500 Soft Cost Contingency $220,994 Financing Costs Construction Period Interest $1,265,427 Loan Origination Fees & Financing Costs $131,432 Due Diligence $78,220 Equity Raising Expense $601,052 Entitlement Contribution Entitlement Contribution $1,293,564 Cash Accounts/Escrows/Reserves Management Startup/Leasing $199,504 TOTAL $27,414,850 29122739.2 EXHIBIT D UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH MILL ON MAIN PHASE 2 TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION Number Date of Original Issuance Principal Amount ____ _________________ $[5,918,486]1 FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the “City”), promises to pay to THE MILL ON MAIN PH 2, LLC (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 MRO is issued pursuant to the terms of a Tax Incremental District No. 43 Development Agreement dated as of , 2023 among the City, the Redevelopment Authority of the City of Oshkosh, Wisconsin and the Developer (“Development Agreement”). Capitalized terms used herein without definitions have the meanings ascribed to them in the Development Agreement. This MRO shall be payable in installments on [November 1, ____] 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 has been issued to finance projects within the City’s Tax Incremental District No. 43 (“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 , 2023 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 1 Or 25% of final Phase 2 Project Costs, if less, and subject to adjustment as provided in the Development Agreement. 29122739.2 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, 2050]. 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 Revenues totaling the principal amount of this MRO 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, the City’s obligation to make payments on this MRO in the event of (i) the failure to complete future phases of the Project, and/or (ii) certain defaults under the Development Agreement shall be limited as provided in Section IX.B.1 of 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, with the consent of the City, which consent shall not be unreasonably withheld. 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. 29122739.2 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: 29122739.2 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 Tax Incremental District No. 43 Project Plan City of Oshkosh Prepared by Ehlers Page | 28 Table 3 – Cash Flow City of Oshkosh, WI Tax Increment District #43 (Mill on Main) Cash Flow Projection Phase I @Phase II @Phase III @ 90% 90% 90% of Increment of Increment of Increment Year 2022 0 0 0 0 0 25,000 25,000 (25,000) (25,000)02022 2023 0 0 0 0 0 5,000 5,000 (5,000) (30,000)8,343,364 2023 2024 110,362 110,362 99,326 0 0 5,100 104,426 5,936 (24,064)14,162,534 2024 2025 427,793 427,793 297,977 87,037 0 13,514 5,202 403,730 24,064 0 13,777,520 2025 2026 731,570 731,570 397,303 261,110 0 67,851 5,306 731,570 0 0 18,925,213 2026 2027 913,162 913,162 397,303 348,147 76,396 85,904 5,412 913,162 0 0 18,103,367 2027 2028 1,082,931 1,082,931 397,303 348,147 229,188 102,773 5,520 1,082,931 0 0 17,128,729 2028 2029 1,167,816 1,167,816 397,303 348,147 305,585 111,151 5,631 1,167,816 0 0 16,077,695 2029 2030 1,167,816 1,167,816 397,303 348,147 305,585 111,038 5,743 1,167,816 0 0 15,026,660 2030 2031 1,167,816 1,167,816 397,303 348,147 305,585 110,923 5,858 1,167,816 0 0 13,975,626 2031 2032 1,167,816 1,167,816 397,303 348,147 305,585 110,806 5,975 1,167,816 0 0 12,924,591 2032 2033 1,167,816 1,167,816 397,303 348,147 305,585 110,687 6,095 1,167,816 0 0 11,873,557 2033 2034 1,167,816 1,167,816 397,303 348,147 305,585 110,565 6,217 1,167,816 0 0 10,822,523 2034 2035 1,167,816 1,167,816 397,303 348,147 305,585 110,440 6,341 1,167,816 0 0 9,771,488 2035 2036 1,167,816 1,167,816 397,303 348,147 305,585 110,314 6,468 1,167,816 0 0 8,720,454 2036 2037 1,167,816 1,167,816 397,303 348,147 305,585 110,184 6,597 1,167,816 0 0 7,669,419 2037 2038 1,167,816 1,167,816 397,303 348,147 305,585 110,052 6,729 1,167,816 0 0 6,618,385 2038 2039 1,167,816 1,167,816 397,303 348,147 305,585 109,918 6,864 1,167,816 0 0 5,567,351 2039 2040 1,167,816 1,167,816 397,303 348,147 305,585 109,780 7,001 1,167,816 0 0 4,516,316 2040 2041 1,167,816 1,167,816 397,303 348,147 305,585 109,640 7,141 1,167,816 0 0 3,465,282 2041 2042 1,167,816 1,167,816 397,303 348,147 305,585 109,498 7,284 1,167,816 0 0 2,414,247 2042 2043 1,167,816 1,167,816 397,303 305,585 457,499 7,430 1,167,816 0 0 1,711,360 2043 2044 1,167,816 1,167,816 397,303 305,585 457,350 7,578 1,167,816 0 0 1,008,472 2044 2045 1,167,816 1,167,816 397,303 305,585 457,199 7,730 1,167,816 0 0 305,585 2045 2046 1,167,816 1,167,816 305,585 854,347 7,884 1,167,816 0002046 2047 1,167,816 1,167,816 1,159,774 8,042 1,167,816 0002047 2048 1,167,816 1,167,816 1,159,613 8,203 1,167,816 0002048 2049 1,167,816 1,167,816 1,159,449 8,367 1,167,816 0002049 2050 1,167,816 1,167,816 1,159,282 8,534 1,167,816 0002050 Total 28,957,771 28,957,771 8,343,364 5,918,496 5,806,107 8,679,549 210,256 28,957,771 Total 5.25% 5.25% 5.25% 4,270,000 3,140,000 2,660,000 10,070,000 Total Projected District Closure Outstanding PAYGO BalancesAnnual CumulativeAdmin. Total ExpendituresYear Projected Revenues Expenditures Tax Increments Incentive Present Value @ 5.25% Discount Rate Balances Development Incentives Public Infrastructure & Land WritedownTotal Revenues Ground Lease Agreement Document Number Document Title This LEASE AGREEMENT (the “Lease”), made and entered into this _____ day of April, 2023, is by and between the City of Oshkosh, (CITY) a Wisconsin municipality, and the Redevelopment Authority of the City of Oshkosh, (RDA), with their principal offices located at 215 Church Ave., P.O. Box 1130, Oshkosh, Wisconsin 54903-1130, (collectively "Lessor") and The Mill on Main PH 2, LLC, a Wisconsin limited liability company ("Lessee"): Parcel No. RECITALS 1. RDA owns real property located along S. Main Street and comprised of the parcel number(s) identified above (Project), in the City of Oshkosh, Winnebago County, Wisconsin. 2. The Project includes real property to be redeveloped described as attached Exhibit A and fully incorporated into this Lease. 3. Lessor and Lessee, together with the City of Oshkosh, have entered into a Development Agreement (“Development Agreement”) dated April ___, 2023, and recorded with the Winnebago County Register of Deeds as Document Number ___________ on the ____ day of April, 2023, for the purpose of constructing a mixed use development on the Leased Premises. A copy of the Development Agreement is not attached hereto but Lessee acknowledges that it read and signed the Agreement, retains a copy of the Development Agreement, is familiar with it and agrees to be bound by its terms as it may pertain to the development of the Leased Premises. A copy of the development footprint is attached as Exhibit B and incorporated herein. 4. Environmental remediation is required to be performed on the Leased Premises and certain funding sources for this environmental remediation require that Lessor continue to retain ownership of the Leased Premises until remediation is completed. Recording Area Name and Return Address City Attorney’s Office 215 Church Ave. P.O. Box 1130 Oshkosh, WI 54903-1130 5. It is in both parties’ interests that Lessee begin construction of the proposed development and related improvements on the Leased Premises prior to the completion of the environmental remediation, and the purpose of this Lease is to allow this commencement of construction. 6. The development of the Leased Premises described in the Development Agreement and in this Lease may be financed through a lender (Lender). The Lender may request and be granted an interest in this Lease up to and including the right to assume Lessee’s rights and obligations under this Lease and under the Development Agreement. However, the assignment of any Lessee interest in the Leased Premises must be related to the development and pursuant to the terms of the Development Agreement, must be contingent with such transfer becoming effective in the event of a default by Lessee, and must be accompanied by a simultaneous written assumption by Lender of Lessee’s obligations under the Development Agreement. All assignments, transfers, conveyances of the Leased Premises will be subject to continuing obligations under the Development Agreement. AGREEMENT 7. All Recitals are incorporated into this Agreement. 8. In exchange for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lessor agrees to lease to Lessee, and the Lessee agrees to accept such lease of the property identified and described as the Leased Premises on the terms and conditions expressly set forth and referenced herein. 9. The term of this Lease shall commence on the date it is executed by all parties, and shall end on the earlier of: (a) the date on which Lessee, or a Lender as may otherwise be allowed under a lease assignment, closes on its purchase of and acquires full ownership interest in the Leased Premises; (b) the date the Development Agreement is terminated by agreement of the parties; (c) if the Development Agreement is terminated due to failure of Developer to proceed with the Project as provided in Section IX.A.1 of the Development Agreement, the date the Development Agreement is terminated; or (d) the date that is fifty years after the date of commencement of this Lease. 10. Pursuant to the terms of the Development Agreement, Lessor and Lessee are obligated to cooperate with respect to remediation actions at the direction of the Wisconsin Department of Natural Resources relating to existing hazardous substances on the Leased Premises (Remediation). The Remediation shall be performed pursuant to the terms of the Development Agreement, the terms of any grants utilized for this purpose, and the terms required by the Wisconsin Department of Natural Resources (WDNR). Lessor and Lessee will each take all necessary actions to obtain a Voluntary Party Liability Exemption (VPLE) from the WDNR for the Leased Premises for any parcel on which remediation is deemed necessary. Remediation of the site, if necessary, will not be completed until construction of the improvements on the Leased Premises is completed, and the Leased Premises cannot be conveyed by Lessor until the Remediation is determined to be unnecessary or is complete and any applicable grants used for Remediation are closed out. Unless otherwise agreed upon in writing by the Parties, Lessee shall close on its purchase of the Leased Premises upon (1) a determination that remediation is unnecessary and completion of the Phase 2 Project; or (2) upon on the earliest practical date after all of the following events occur: (a) completion of the Phase 2 Project, (b) the issuance of the Certificate of Completion, and (c) the closeout of any Remediation grants;. It is expected that the grants will be closed out by the Agencies within one hundred twenty (120) days after the issuance of the Certificate of Completion. All parties agree that the timely expiration of this Lease, and conveyance of the Leased Premises, is in everyone’s best interest and will work in good faith towards that end. Lessor shall convey the Leased Premises to Lessee pursuant to this Lease and terms of the Development Agreement. The Parties acknowledge that if the Certificate of Completion is not received, or the closeout of any Remediation grants does not take place, Lessee, at its election, is under no obligation to close on the purchase of the Property and may continue to lease the Leased Premises for the remainder of the fifty year lease term under this Lease, with any remaining environmental clean-up, if any, being the responsibility of the City. 11. There shall be no Lease payments due from Lessee to Lessor other than the payment identified in paragraph number 8, above, except as may be required by this Lease or the Development Agreement during the term of this Lease. 12. The Lessee shall be allowed to construct and operate apartment facilities, as well as develop business buildings and offices, retail spaces, and any and all related improvements on the Leased Premises as approved by Lessor pursuant to the terms of the Development Agreement and consistent with other government rules and regulations. No agreements by Lessee with others which purport to allow the use of the Leased Premises in a manner contrary to this Lease, or to the Development Agreement, shall be allowed, or enforceable, against Lessor or in rem against the Leased Premises. 13. During the term of this Lease, the Lessor shall be allowed reasonable access to the Leased Premises for any purpose related to any municipal or police power function, to meet its obligations under this Lease or the Development Agreement, or to function in its capacity as the owner of the Leased Premises. Lessor shall make all reasonable efforts to not materially disrupt Lessee’s allowed use of the property. Lessor shall provide reasonable written notice to the Lessee prior to accessing the premises. 14. During the term of this Lease, Lessee shall be deemed the owner of all improvements constructed on the Leased Premises by Lessee, subject to any legal rights and assignments to third–parties. Lessor may take actions to gain ownership of improvements upon the abandonment of the development and related interests by Lessee, assignees, or others subject to the rights of the lenders and providing known interested parties notice and a right to cure default or to affirm interest in the Leased Premises. 15. The Lessee has had sufficient access to the Leased Premises and as a result is or should reasonably be aware of all aspects related to its condition. The Lessor makes no express or implied promises or warranties related to the condition of the Leased Premises except those with respect to matters identified in the Development Agreement. 16. Lessee assumes full and complete responsibility for any development activities, fixtures, or improvements to the Leased Premises prior to the date Lessee purchases the Leased Premises pursuant to this Lease. 17. Lessee acknowledges that it assumes the responsibility of ensuring that its investments in or on the Leased Premises are protected through separate agreements with its Lenders or other measures allowed by law. 18. Lessee shall have all necessary insurance with sufficient limits which will cover its employees, actions and property on the Leased Premises. Lessee shall hold the Lessor harmless from any accident or incident involving Lessee, its employees or agents, or any dispute with any 3rd party resulting from any action of Lessee, its agents or assigns, occurring during the term of this Lease. 19. The Lessee is responsible for paying all utilities, costs, expenses, and obligations of any kind except those incurred by or that are the responsibility of the City during the term of and under this Lease and the Development Agreement. The Lessee is further required, at its expense, to keep and maintain in good order, condition, and repair the Leased Premises and all improvements constructed thereon, including but not limited to grounds and lawn maintenance and clearing of public sidewalks adjacent to the parcel (Riverwalk and park areas shall be maintained by the City). 20. Lessee shall be responsible to pay all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt), which accrue during the term of the Ground Lease. 21. Lessee shall not allow any encumbrance to be filed on or against the Leased Premises, including mortgages, easements, or similar restrictions, except for the assignment to Lenders provided under Section 6 of this Agreement. 22. All terms of the Development Agreement pertaining to the Leased Premises are incorporated into this Lease, including but not limited to representations and warranties. Lessor and Lessee may pursue any breach or default of this Lease or of the Development Agreement as allowed by law. 23. Lessee’s restrictions on the use of the Leased Premises during the terms of this Lease are set forth in the Development Agreement, and are specifically incorporated into this Lease. All other terms, conditions, benefits, burdens, and agreements between these parties relating to the Leased Premises shall remain in full force and effect, without alteration. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written. LESSEE: The Mill on Main Ph 2, LLC By: _______________________________ Terrence R. Wall, President of T. Wall Enterprises Manager, LLC, its Manager LESSOR: City of Oshkosh By: _______________________________ Mark A. Rohloff, City Manager By:________________________________ Jessi Balcom, City Clerk Oshkosh Redevelopment Authority By: ________________________________ Chair By: _________________________________ Kelly Nieforth, Executive Director This document drafted by: Lynn A. Lorenson City Attorney Oshkosh, Wisconsin 54903 Exhibit A Legal Description of Phase II Parcel Lot 2 of Certified Survey Map No. 8005, recorded with the Winnebago County Register of Deeds as Document No. 1899509, being a part of the Southwest ¼ of Section 24, all in Township 18 North, Range 16 East, City of Oshkosh, Winnebago County, Wisconsin. EXHIBIT B Description of Project Plan Tax Incremental District (“TID”) No. 43 (“District”) is a proposed 13.45-acre Blighted Area District located on the Fox River generally east of S. Main Street, north of E. 10th Avenue and west of Pioneer Drive in the Sawdust District. The District will be created to pay the costs of development incentives and public infrastructure to permit a mixed-use redevelopment project with 291-multifamily apartment units and 21,800 square feet of commercial space (“Project”) to be developed by The Mill on Main, LLC (“Developer”). The Project will include construction of a private clubhouse, pickleball courts, an amphitheater, Riverwalk connection and other amenities. Property in the District was previously identified for redevelopment in the 2003 South Shore Redevelopment Area Project Plan and the 2020 Sawdust District Master Plan. 29164992.2 TAX INCREMENTAL DISTRICT NO. 43 DEVELOPMENT AGREEMENT (MILL ON MAIN REDEVELOPMENT PROJECT PHASE 3) This Development Agreement (“Agreement”) is made this ___ day of ___________, 2023 (the “Effective Date”), by and among 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”), and THE MILL ON MAIN PH 3, LLC, a Wisconsin limited liability company (“Developer”). WHEREAS, the City has established Tax Incremental District No. 43 (the “District”) as a 13.45 acre blighted area district in which at least fifty percent (50%) of the property within the District is a blighted area, as that term is defined by Wis. Stat. Sec. 66.1105(2)(ae), and in which certain costs incurred for redevelopment of the District may be reimbursed from the property tax increment as provided by State law; and WHEREAS, T. WALL ENTERPRISES DEVELOPMENT, LLC (“T. Wall”), approached the City indicating a desire to develop and construct within the District, in three (3) phases, a mixed-use project consisting of approximately 296 residential units and approximately 19,375 square feet of commercial space, together with underground and surface parking, other infrastructure and site improvements, in accordance with applicable City ordinances and City- approved plans (the “Project”), all as shown on the conceptual site plan attached hereto as Exhibit A (the “Site Plan”); and WHEREAS, to promote the development of the Project, the City created the District to assist in the financing of the costs of certain improvements, development incentives, and other costs associated with the ownership and development of the Project; and WHEREAS, pursuant to the terms of a separate development agreement (the “Phase 1 Development Agreement”), Mill on Main Ph 1, LLC, an affiliate of Developer (the “Phase 1 Developer”), is constructing the first phase of the Project (the “Phase 1 Project”), which Phase 1 Project is to be commenced no later than September 30, 2023 and substantially completed no later than December 31, 2024; and WHEREAS, pursuant to the terms of a separate development agreement (the “Phase 2 Development Agreement”), Mill on Main Ph 2, LLC, an affiliate of Developer (the “Phase 2 Developer”), is constructing the second phase of the Project (the “Phase 2 Project”), which Phase 2 Project is to be commenced no later than September 30, 2025 and substantially completed no later than December 31, 2027; and WHEREAS, Phase 3 of the Project will consist of approximately 91 market rate apartment units and potential additional commercial space (the “Phase 3 Project”), to be constructed by Developer as shown on the Site Plan, on a parcel of real property to be conveyed by the RDA to Developer (the “Phase 3 Property”), which Phase 3 Property is legally described on Exhibit B attached hereto; and 2 29164992.2 WHEREAS, Developer would not undertake the development of the Phase 3 Project but for their reliance upon receiving tax increment financing to assist in the funding of a portion of Developer’s acquisition, development and operation costs for the Phase 3 Property, all as described below; and WHEREAS, the City is authorized to enter into contracts necessary and convenient to implement the purpose of a Tax Incremental District, including the ability to provide development incentives and cash grants to owners, lessees, or developers of land located within the District; and WHEREAS, the uses of the Phase 3 Property contemplated by this Agreement are necessary and desirable to serve the interests of the City and its residents by expanding the tax base of the City, providing additional development opportunities, and providing a financing mechanism to make certain public improvements, all consistent with the purpose of a Tax Incremental District under Section 66.1105, Wisconsin Statutes; and WHEREAS, based upon the City's desire to redevelop the District and to obtain the economic benefits to be generated from the Project, the City is willing to enter into this Agreement. NOW THEREFORE, in consideration of the foregoing 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. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: Agreement. “Agreement” means this document and all of its component parts and exhibits. Affiliate. “Affiliate” means any entity which is, directly or indirectly, majority owned and controlled by, in control of, or under common control with T. Wall or Developer as of the Effective Date. Available Tax Increment. “Available Tax Increment” means an amount equal to ninety percent (90%) of the annual gross Tax Increment revenues actually received and retained by the City which are generated by the Phase 3 Property and improvements located thereon in the immediately preceding calendar year. Case Closure. “Case Closure” has the meaning set forth in Wis. Stat. Sec. 292.12. City Contribution. “City Contribution” means payments to be provided from the City to the Developer with respect to the Phase 3 Project from Available Tax Increment pursuant to the terms of this Agreement, in a total principal amount not to exceed the lesser of (i) FIVE MILLION EIGHT HUNDRED SIX THOUSAND ONE HUNDRED SEVEN and No/100 Dollars ($5,806,107.00), or (ii) twenty five percent (25%) of Phase 3 Project Costs, subject to adjustment as provided in Section IX.B.1., below. 3 29164992.2 District. “District” means all of the property included in Tax Incremental Finance District No. 43 as described in the Project Plan. Existing Environmental Conditions. “Existing Environmental Conditions” means any Hazardous Substances, known or unknown, present in concentrations greater than applicable standards on, in, at, or under the Phase 3 Property or migrating in concentrations greater than applicable standards to or from the Phase 3 Property at any time on or before the commencement date of the Ground Lease, including, but not limited to those matters subject to the following proceedings: (i) Sawdust District – LGU, BRRTS #03715857901, 43 E. 7th Avenue; (ii) 706 S. Main Street – City of Oshkosh– LGU, BRRTS #0371586044, 706 S. Main Street; (iii) Recreational Lanes, BRRTS: #0371524916 (closed), 710 S. Main Street; and (iv) Miles Kimball Co., BRRTS #0271000135 (closed with conditions), 41 W. 8th Street. Ground Lease. “Ground Lease” means that certain Ground Lease by and between the RDA and Developer, in the form attached hereto as Exhibit F, pursuant to which Developer will lease the Phase 3 Parcel from the RDA until the conditions set forth in Article V, below, are met. Hazardous Substances. “Hazardous Substances” means toxic, hazardous, and/or regulated substances, pollutants, or contaminants, whether present in the soil or groundwater at, under, or migrating from or to the Phase 3 Property. Payment Dates. “Payment Dates” means November 1 of each year, commencing on November 1 of the first year following the year in which the Phase 3 Project first generates Available Tax Increment, up to and including November 1, 2050. Payment Term. “Payment Term” means the term commencing on the initial Payment Date and continuing on each Payment Date thereafter until the first to occur of the following: (i) payment to Developer of the entire amount of the City Contribution, or (ii) November 1, 2050. Phase 3 MRO. “Phase 3 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 as described in Section IV.A. below, in substantially the form of Exhibit D attached hereto and incorporated herein. The Phase 3 MRO shall be issued pursuant to Section 66.0621 of the Wisconsin Statutes, shall not constitute an 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 Phase 3 MRO. Phase 3 Project Costs. “Phase 3 Project Costs” means the total of all hard and soft costs of acquiring and constructing the Phase 3 Project, including all capital expenditures (or expenditures that could be treated as capital expenditures) and preliminary expenditures (such as architectural, engineering, environmental studies, surveying, soil testing, attorneys’ fees and expenses, and similar costs that are incurred in connection with the construction of the Project) and all other direct and indirect costs of development of the Project. Developer’s initial estimate of Phase 3 Project Costs is attached hereto as Exhibit C. For the avoidance of doubt, “Phase 3 4 29164992.2 Project Costs” shall not include any amounts incurred during construction of the Phase 1 or Phase 2 Projects. Project Plan. “Project Plan” means the “Project Plan for the Creation of Tax Incremental Finance District No. 43 (Mill on Main Redevelopment Project) in the City of Oshkosh” prepared by Ehlers, Inc. dated August 2, 2022. Tax Increment. “Tax Increment” has the same meaning as defined in Section 66.1105(2)(i) of the Wisconsin Statutes. Tax Increment Law. “Tax Increment Law” means Section 66.1105 of the Wisconsin Statutes. II. GROUND LEASE; ACQUISITION OF PROPERTY. The City and T. Wall are parties to a Purchase Agreement dated as of January 27, 2022, as amended, pursuant to which T. Wall and/or one or more affiliates of T. Wall will acquire the Project property, including the Phase 3 Property. The terms of this Agreement and the related development agreements being entered into contemporaneously regarding Phases 1 and 2 of the Project are intended to incorporate the final terms of agreement between the parties hereto with respect to the Project and the Purchase Agreement is hereby terminated. On or promptly following the Effective Date, the RDA and Developer will enter into the Ground Lease with respect to the Phase 3 Property, which will contain terms reasonably satisfactory to the RDA (as ground lessor) and Developer (as ground lessee), but in all events shall contain the following terms and conditions: 1. A term of fifty (50) years, commencing upon the date that the Ground Lease is signed (subject to subsection 5, below), but terminable upon the conveyance of the Phase 3 Property by the RDA to the Developer pursuant to Article V, below. 2. Base rent of $1 per year. 3. Developer will be responsible for all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt), which accrue during the term of the Ground Lease. 4. The City will retain a right of access to the Property, upon providing written notice to the Developer (which may be by electronic mail), to the extent necessary to perform the City’s obligations with respect to any required environmental remediation of the Property pursuant to Article V, below. 5. The Ground Lease may be terminated by Developer in the event that Developer is not able to secure a building permit from the City for the Phase 3 Project and has not otherwise commenced construction activities on the Phase 3 Property. 6. The Ground Lease shall terminate in the event that (i) the Phase 1 Project is not commenced before September 30, 2023, (ii) the Phase 1 Project is not completed by 5 29164992.2 December 31, 2024 (or such later date to which the deadline for completion of the Phase 1 Project shall have been extended by agreement of the Phase 1 Developer and the City), (iii) the Phase 2 Project is not commenced before _____________, (iv) the Phase 2 Project is not completed by December 31, 2027 (or such later date to which the deadline for completion of the Phase 2 Project shall have been extended by agreement of the Phase 2 Developer and the City), and (v) the Phase 3 Project is not commenced by Developer on or before the date set forth in Section III.B., below. 7. Developer may purchase the Property at any time after completion of the Phase 3 Project for $1.00 and shall be required to purchase the Property after completion of the Phase 3 Project upon receipt of a COC (as that term is defined in Article V, below). III. OBLIGATIONS OF DEVELOPER. Phase 3 Project Description. As of the date of this Agreement Developer contemplates that the Phase 3 Project will be a mixed-use project consisting of 91 market rate apartments with the potential for additional commercial space (dependent upon market demand), approximately 50 surface parking stalls, 157 underground parking and associated site improvements. Upon Developer’s written request, the City will cooperate with Developer with respect to the finalization of the design, general development plans and specific site implementation plans for the Phase 3 Project. The City shall not withhold its approval of the final plans for the Phase 3 Project, nor shall the City withhold its consent to requests from Developer to modify such plans, so long as Phase 3 Project retains the same basic character as a mixed-use development as was originally proposed by Developer, the Phase 3 Completion Date (as that term is defined in Section III.B., below) is not extended, and the Minimum Phase 3 Project Costs (as that term is defined in Section III.B., below) are not reduced. Phase 3 Project Construction. Developer shall commence construction of the Phase 3 Project no later than September 20, 2028 (the “Phase 3 Commencement Date”). Developer shall diligently pursue completion of construction of the Phase 3 Project in accordance with applicable City ordinances and City-approved plans so that, subject to the terms and conditions set forth in this Agreement, construction of the Phase 3 Project shall be substantially complete by December 31, 2031 (the “Phase 3 Completion Date”). With respect to the development of the Phase 3 Project under this Section III.A., Developer agrees that it shall expend Project Costs in an amount of not less than $25,000,000.00 (“Minimum Phase 3 Project Costs”). 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. Costs and Expenses. The Developer shall be responsible for all costs related to the Phase 3 Project and any other work to be performed by the Developer under this Agreement, including all engineering, inspections, materials, labor, on-site management of Hazardous Substances (subject to Article V below), as well as all costs of monitoring and otherwise complying with any institutional controls and continuing obligations relating to the Existing Environmental conditions and/or imposed by any Case Closure. Developer shall also be responsible for payment of all City fees including building permit fees, zoning and sign permit fees, electrical and plumbing fees. Developer shall also be responsible for special assessments for certain public work done in connection with the Project as provided in Section IV.D. below (without duplication to the extent 6 29164992.2 any such assessments are paid by the Phase 1 Developer or the Phase 2 Developer), specifically (i) the reconstruction of South Main Street and East 7th Avenue as provided by the City’s Special Assessment Policy for property owners for similar projects, (ii) the installation of all laterals necessary for water, sewer and storm sewer services for the Project, (iii) the added cost for a parking lane along South Main Street, and (iv) the incremental cost to construct the north side of East 9th Avenue in a manner which will permit angle parking adjacent to the Project. Any special assessments payable by the Developer may be paid in installments to the extent permitted by the City’s Special Assessment Policy. Submission and Verification of Phase 3 Project Cost Information. The Developer shall submit evidence of all Phase 3 Project Costs which it intends to serve as the basis for the City Contribution to the City promptly following the completion of the Phase 3 Project. Developer’s submission shall be in same form as Developer’s initial budget estimate (attached hereto as Exhibit C), shall set forth actual costs incurred for each line item, and shall include the general contractor’s final affidavit of payment of all debts and claims (AIA Form G706 or equivalent) and evidence of payment of all invoices, together with copies of lien waivers from each contractor or other payee having lien rights. All Phase 3 Project Costs shall be certified as true, correct and complete by Developer and subject to reasonable verification by the City. The City shall keep the documents submitted to the City described in this Section III.C. confidential to the extent possible pursuant to open records laws. IV. CITY CONTRIBUTION AND OBLIGATIONS. City Contribution. In each year beginning in the year following the first year in which the Phase 3 Project generates Tax Increment and ending in 2050 (or, if earlier, when the total amount of the City Contribution has been reimbursed to Developer under this Agreement), in consideration of the Developer undertaking its obligations under this Agreement, the Available Tax Increment shall be applied to make payments under this Agreement to pay the Developer 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 third November after the date of this Agreement provided that there is Available Tax Increment. Such payments shall be made in accordance with the terms of this Agreement, as further described in this Section IV.A. and the Phase 3 MRO. The City Contribution shall be paid by the City only out of Available Tax Increment, subject to the provisions of this Agreement and the Phase 3 MRO. The City Contribution is a special and limited obligation of the City, and not a general obligation of the City. The Phase 3 MRO shall be issued upon the issuance b y the City of a certificate of occupancy for the Phase 3 Project, in the amount set forth in Section 1.E., above. The City Contribution shall not bear interest. 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 Phase 3 Property (and all improvements and personal property thereon) shall be used to make payments to the Developer; and (iii) if, on November 1, 2050, the amount of Available Tax Increment to be paid under this Agreement proved insufficient to pay the entire 7 29164992.2 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 their 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 in any year until the City has made the payment due hereunder to Developer for such year in full. 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 Phase 3 Property, failure of the Phase 3 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, 2050, unless the City first pays the outstanding balance due under the City Contribution to Developer, subject to the provisions of this Agreement. Attached hereto as Exhibit E is the City’s projection of revenues and expenditures for the District over its term, with the City Contribution labeled as “Phase 3 Development Incentive” thereon. Exhibit E is provided for illustrative purposes only, and Developer acknowledges that the amounts set forth thereon are estimates only. The City agrees to reasonably cooperate with Developer regarding future extensions requested by the Developer to the overall Project schedule due to factors outside of the Developer’s control, including, but not limited to, acts of God, government shutdowns, pandemics, and economic recession. City Contribution not to be Considered Indebtedness. In no circumstances shall the amount of the City Contribution due Developer hereunder be considered an indebtedness of the City, and the obligation of the City hereunder is limited to the Available Tax Increment which is appropriated by the City Common Council for payment of such amounts and only to the extent as provided in this Agreement. Amounts due hereunder shall not count against the City's constitutional debt limitation, and no taxes will be levied for its payment or pledged to its payment other than Tax Increment which has been appropriated for that purpose. City Cooperation; Approvals. City shall timely complete all necessary or required zoning, development and use reviews for the Phase 3 Project, pursuant to applicable City 8 29164992.2 ordinances. City shall process, on a timely basis, each and every application submitted by, through or under Developer in connection with its development of the Phase 3 Project, including all applications with respect to necessary or appropriate licenses and permits in connection with Developer’s development of the Phase 3 Project. Without limitation, if an application is deemed deficient, City shall cooperate with Developer to ensure proper completion thereof. Likewise, City shall use good faith efforts to diligently process all such matters, to assist Developer’s efforts to timely complete the Phase 3 Project as set forth in this Agreement. City Construction Work. The City will (i) remove overhead power lines and poles located within the District on East 7th Avenue, East 8th Avenue, between East 8th Avenue and East 9th Avenue, and along the railroad corridor and install underground electric lines; (ii) construct (subject to Wisconsin Department of Natural Resources (“WDNR”) approval) approximately twenty (20) public docks and perform ancillary shoreline work along the riverfront; (iii) construct a parking lot at the trail head of the City’s Riverwalk; (iv) reconstruct 9th Street along the southern boundary of the Project; (v) reconstruct South Main Street along the western boundary of the Project and (vi) reconstruct East 7th Avenue east of South Main Street with a cul-de-sac, sidewalk and aprons to access parking areas within the Project area. The City will complete the installation of underground electric lines no later than December 31, 2024 and intends to complete the balance of the work described in this Section IV.D. within the timeframes established in the Project Plan. V. ENVIRONMENTAL MATTERS; TRANSFER OF PHASE 3 PROPERTY. The City will enroll the property located within the District in the State of Wisconsin Voluntary Party Liability Exemption (“VPLE”) program (Wis. Stat. §292.15) and will obtain a Certificate of Completion (“COC”) from the WDNR for the property located within the District, including the Phase 3 Property. The expense associated with the application to enroll the Phase 3 Property in the VPLE program will be the responsibility of the City. The expense of any necessary monitoring, remediation or other work during construction of the Phase 3 Project necessary for the issuance of, or which may be required thereafter by the terms of, the COC (including, but not limited to, the preparation and submission of a Material Management Plan to WDNR) will be the responsibility of Developer. The parties acknowledge that the COC will pertain only to those substances which the City or the Developer have investigated and remediated to the satisfaction of WDNR and will not extend to a release of Hazardous Substances not included within any such investigation, including, by way of example, any release of per- or polyfluoroalkyl substances (“PFAS”), to the extent PFAS is not a subject of investigation in the VPLE proceeding. The City’s environmental consultant, AECOM, has developed a memorandum to support its determination, based upon desktop evaluations of the use and history of the property located within the District, that it is unlikely that PFAS was used or discharged on the property located withing the District. AECOM is seeking a Technical Assistance Clarification from WDNR regarding its PFAS evaluation. Developer acknowledges and agrees that the City may not apply for the COC prior to substantial completion of the Project in its entirety, (ii) the COC may impose institutional controls, including, but not limited to, groundwater use restrictions and cap construction and maintenance requirements, and (iii) the Phase 3 Property is presently subject to institutional controls and continuing obligations imposed by the WDNR relating to the Existing 9 29164992.2 Environmental Conditions. Based upon the foregoing, Developer (x) acknowledges the residual presence of certain Existing Environmental Conditions, and (y) agrees that certain continuing obligations imposed by the WDNR related to such Existing Environmental Conditions may restrict disturbance of the subsurface of the property following the issuance of the COC. Following the commencement date of the Ground Lease, Developer shall be responsible for compliance with all applicable institutional controls and continuing obligations and any additional institutional controls and continuing obligations which may be imposed by the COC or any future Case Closure. Within sixty (60) days of the later of (i) WDNR’s issuance of a COC covering the Phase 3 Property, or (ii) Developer’s completion of the Phase 3 Project, the parties will terminate the Ground Lease, and the RDA will convey the Phase 3 Property to Developer for a purchase price of $1.00 by general warranty deed, subject to no liens or encumbrances other than utility easements of record, zoning restrictions, deed restrictions imposed by WDNR with respect to the COC or any Case Closure affecting the Phase 3 Property, and other matters reasonably acceptable to Developer (each, a “Permitted Encumbrance”), provided that no such Permitted Encumbrance will prohibit or interfere in any material respect with the development or operation of the Phase 3 Project or the Project as a whole. The City shall be responsible for payment of any and all property and other taxes levied against the Phase 3 Property for any period(s) prior to the Effective Date. The City shall pay the premium for an owners’ title insurance policy in the amount of $340,000, insuring that fee simple title to the Phase 3 Property is vested in Developer, subject to no liens or encumbrances other than Permitted Encumbrances. Developer shall be responsible for, and shall indemnify, defend, and hold harmless the City and its officers, employees, contractors, and agents from and against, any and all actions, claims, causes of action, costs, damages, demands by governmental entities or individuals, expenses, liabilities, losses, obligations, penalties, or suits including, without limitation, all reasonable attorney, consultant, and engineer costs or fees related thereto (collectively, “Environmental Claims”), in any way arising out of, connected with, or resulting from any Hazardous Substances, known or unknown, present on, in, at or under the Phase 3 Property or migrating to or from the Phase 3 Property from or after the commencement date of the Ground Lease; provided, however, that Developer’s obligations under this Section V.D. shall not include any Environmental Claim relating to or arising from the presence at the Phase 3 Property of a Hazardous Substance that is: 1. Confined to locations and at concentrations that are permissible to remain in place without further action under applicable environmental laws or approved by WDNR to remain in place in any Case Closure or the COC, provided Developer does not exacerbate such Hazardous Substance or take or fail to take action triggering the need to respond to such Hazardous Substance; 2. Present as a result of the introduction of such Hazardous Substance by the City, whether directly or by migration from an off-site location; 3. Present as a result of any failure by the City to perform any obligation applicable to it under the terms of any Case Closure or the COC; or 10 29164992.2 4. Subject to or the subject of any exception from or release of liability provided by the COC. VI. APPROVALS AND DEVELOPMENT STANDARDS. Approval of Public Bodies. The Developer shall obtain from the City and all other appropriate governmental bodies (and all other councils, boards, and parties having a right to control, permit, approve, or consent to the development and use of the Phase 3 Property) all approvals and consents necessary for the City to approve the development of the Phase 3 Property, and any other approvals necessary to utilize the Phase 3 Property for the Phase 3 Project. Notwithstanding the foregoing, the City shall be responsible for the application to enroll the Phase 3 Property in the VPLE program as set forth in Section V.A., above. Acceptance of Agreement. The acceptance of this Agreement and granting of any and all approvals, licenses, and permits by the City shall not obligate the City to grant any additional approvals, including, but not limited to, variances, exceptions, or conditional use permits, or approve any building or use the City determines not to be in compliance with the applicable municipal codes and ordinances of the City. The City agrees to work in good faith, promptly, and diligently in connection with the issuance or grant of all such approvals, consents, permits, certificates, and any other documents as may be necessary or desirable in connection with the development, utilization, and operation of the Phase 3 Property and to act reasonably and expeditiously and in cooperation with the Developer in connection therewith; it being understood and agreed that this provision is not intended to limit the rights of the City as more particularly set forth above or in Article IX, below. Development Requirements. The Developer shall use the Phase 3 Property for the Phase 3 Project and in accordance with the provisions of this Agreement, and all other applicable federal, state, county, and City laws and regulations. Tax Exemption Forbearance. Developer acknowledges that the City is relying upon the Developer's real property taxes to generate the Available Tax Increment to fund the City Contribution. As a result, the Developer agrees that, neither the Developer nor any existing or future Affiliate or related entity of the Developer (collectively, “Developer Affiliates”) shall use or permit the use of any of the Phase 3 Property in any manner which would render any of such Property exempt from property taxation, without the prior written consent of the City, which consent may be conditioned upon the obligation of the Developer, existing or future Affiliate, any related entity of the Developer or any successor owner to enter into an agreement to make a payment in lieu of taxes (“PILOT”), but may not be unreasonably withheld, so long as the PILOT agreement requires a payment to the City substantially equivalent to the real estate tax payment which would be payable with respect to the portion of the Phase 3 Property which is exempt from taxation were such portion of the Phase 3 Property not tax-exempt. This provision shall continue to be applicable until the termination of the District. Any amount received by the City as a payment in lieu of taxes will be treated as additional Available Tax Increment, and subject to payment to Developer under the Phase 3 MRO as provided herein. 11 29164992.2 VII. WARRANTIES AND REPRESENTATIONS. The Developer hereby warrants, represents, and covenants to the City: 1. Developer is a duly organized and existing limited liability company in the State of Wisconsin. 2. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by Developer, and no other or further acts or proceedings of Developer or its 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 the Developer and constitute the legal, valid, and binding agreements and obligations of the Developer, enforceable against 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. 3. There are no lawsuits filed or, to the knowledge of the Developer, pending or threatened against the Developer or the Project that may in any material way jeopardize the ability of Developer to perform its obligations hereunder. 4. Prior to the Phase 3 Commencement Date, Developer shall demonstrate that it has sufficient funds through equity and debt financing sources to construct, operate, maintain, and fulfill the Phase 3 Project. 5. 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 agreements, documents, and contracts required to be executed in connection with the transactions arising out of this Agreement. 6. Developer’s current manager or another Affiliate of T. Wall shall remain as the manager of the Developer through the Phase I Completion Date, and thereafter, the replacement of Developer’s manager with a party which is not an Affiliate of T. Wall shall be treated as an assignment under Section X.D., below. The City hereby warrants and represents to the Developer that: 1. Subject to the approval of City Common Council, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the City, and no other or further acts or proceedings of the City or its officials are necessary to authorize and approve the execution, delivery, and, subject to annual appropriation by the City Common Council, performance of this 12 29164992.2 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 the City and constitute the legal, valid, and binding agreement and obligation of the City, enforceable against the City in accordance with their respective terms, except as the enforceability thereof may be limited by applicable law and as is otherwise subject to annual appropriation by the City Common Council. 2. Except for any assessments which may have been levied for work described in Section III.B., above, no special assessments or other charges of any kind have been levied against the Phase 3 Property with respect to the Project Costs as of the Effective Date. VIII. CONDITIONS TO/LIMITATIONS ON THE OBLIGATIONS. Notwithstanding anything to the contrary set forth in this Agreement, neither the City nor the Developer shall be obligated to expend any amounts under this Agreement and either the City or the Developer may suspend or terminate this Agreement or the performance of any and all of its obligations under this Agreement, without recourse by or against the other, if: The Wisconsin Department of Revenue fails to certify all or any portion of the creation of the District or the Project Plan (“Non-Certification”); provided, however, the City shall first make all reasonable efforts in good faith to cure such Non-Certification; or The District is involuntarily terminated or dissolved (“Involuntary Termination”); provided, however, the City shall first make all reasonable efforts in good faith to cure such Involuntary Termination. IX. DEVELOPER: EVENT OF DEFAULT. Event of Default. An “Event of Default” is any of the following: 1. Failure to Construct the Phase 3 Project. Subject to the terms of this Agreement, the Developer fails to construct the Phase 3 Project as required under Article III, above; or 2. Taxes. Any real or personal property tax or any special assessment levied or imposed by the State, County, or City against all or any portion of the Phase 3 Property is not paid prior to becoming delinquent; provided that the Developer shall have the right to contest the same in accordance with applicable law; or 3. Tax Exemption. All or any portion of the Phase 3 Property becomes tax exempt without a PILOT agreement; or 4. Breach of Agreement. The Developer breaches any provision of this Agreement or its obligations under this Agreement; provided, that written notice of the breach has been given to the Developer and the Developer has failed to cure such breach within sixty (60) days or, if a longer period is reasonably required under the circumstances, so long as the Developer has begun to cure such breach in good faith within such sixty (60) day period and thereafter diligently continues to cure such breach; or 13 29164992.2 5. Insolvency. Developer shall: (i) become insolvent or generally not pay, or be unable to pay, or admit in writing its inability to pay, its debts as they mature; (ii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets; or (iii) become the subject of an order for relief within the meaning of the United States Bankruptcy Code, or file a petition in bankruptcy, for reorganization or to effect a plan or other arrangement with creditors; or (iv) have a petition or application filed against it in bankruptcy or any similar proceeding, and such petition, application, or proceeding shall remain undismissed for a period of ninety (90) days or more, or the Developer shall file an answer to such petition or application, admitting the material allegations thereof; or (v) apply to a court for the appointment of a receiver or custodian for any of its assets or properties, with our without consent, and such receiver shall not be discharged within ninety (90) days after its appointment; or (vi) adopt a plan for the complete liquidation of its assets. City Options upon Event of Default. Whenever an Event of Default occurs under Section IX.A, the City may take one or more of the following actions, in the City's sole and absolute discretion: 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 during the pendency of the Event of Default; provided, that (i) if the Event of Default is solely a failure by Developer to spend the Minimum Phase 3 Project Costs, the City will not terminate all of its payment obligations hereunder, but will reduce the City Contribution on a pro rata basis based upon the ratio of actual Phase 2 Project Costs to Minimum Phase 2 Project Costs; and (ii) if the Event of Default is solely a failure by Developer to complete the Phase 2 Project in time for it to be fully assessed as of January 1, 2032, the City will not terminate all of its payment obligations hereunder, but will permanently reduce the City Contribution by an amount equal to difference between Available Tax Increment actually paid to Developer on the November 1, 2033 Payment Date and the amount of Available Tax Increment which would have been paid to Developer on such date had the Phase 3 Project been completed in a timely manner. 2. Take any action, including legal or administrative action, at law or in equity, which may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement or to seek remedy for its breach. Such rights and remedies shall not be exclusive of any other remedy or remedies, and such rights and remedies shall be cumulative and shall be in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. Delay in Exercise of Rights Not Waiver. No delay or omission to exercise any right or power accruing to the City, on the one hand, or the Developer, on the other hand, upon any default by the other party shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient as long as the default is continuing. Written Waiver Required. In the event this Agreement is breached by either party and such breach is expressly waived in writing by the other party, such waiver shall be limited 14 29164992.2 to the particular breach so waived and shall not be deemed to waive any other concurrent, previous, or subsequent breach hereunder. A party's acquiescence in not enforcing any portion of this Agreement shall not provide a basis for the application of estoppel or other like defense or otherwise constitute waiver. Any waiver of any provision of this Agreement by the City must be express and in writing. Compensation for Costs of Breach. Whenever there is an Event of Default by the Developer hereunder, and the City employs attorneys or incurs other expenses for the collection of payment due or to become due for the enforcement or performance or observance of any obligation or agreement on the part of the Developer contained in this Agreement, the Developer shall, on demand thereof, pay to the City the reasonable fees of such attorneys and such other reasonable expenses incurred by the City. X. MISCELLANEOUS PROVISIONS. Incorporation of Attachments. All exhibits and other documents attached hereto or referred to herein are hereby incorporated in and shall become a part of this Agreement. Term. Unless terminated under Article IX, above, the term of this Agreement shall begin as of the Effective Date and shall continue until December 31, 2050, unless terminated earlier in accordance with the termination by the City of the District in accordance with the Tax Increment Law. Review and Inspections. The City will act diligently to review all necessary approvals, licenses, and permits and to undertake any inspections duly requested by the Developer. Restriction on Assignment of Agreement. 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 and obligations under this Agreement without the prior written consent of the City (which such consent, following substantial completion of the Project, shall not be unreasonably withheld, conditioned or delayed). For purposes hereof, the removal of an Affiliate of Developer as the manager of Developer shall be an assignment subject to this Section X.D.1. Upon an assignment or transfer of the 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 and effect. 2. Permitted Assignments. Following substantial completion of the Phase 3 Project, Developer may assign all of its rights and obligations to an Affiliate, without the prior written consent of the City, so long as the proposed Affiliate assignee agrees in writing to assume all of the Developer’s rights and obligations under this Agreement, the Developer conveys the Phase 3 Property to the Affiliate assignee, the Developer provides the City with timely written notice and a copy of such fully executed assignment and assumption agreement, and T. Wall or an Affiliate of T. Wall remains the manager of the Affiliate assignee. 3. Collateral Assignment of Development Agreement. Developer may assign its rights and obligations under this Agreement to a lender or lenders, solely for purposes of providing collateral security for a loan issued to Developer for the purposes of the construction 15 29164992.2 and development of the Phase 3 Project. Any such assignment shall be contingent upon, or become effective only following, an event of default Developer under the terms of the loan. So long as Developer has notified the City of the identity and contact information for its lender, the City will use reasonable efforts to notify Developer’s lender of any Event of Default by Developer hereunder. Any such assignment shall be of the right to receive payments on the City Contribution only, and no such assignment shall relieve Developer of any of its obligations to the City hereunder. Force Majeure. A party shall be excused from its obligations under this Agreement if and to the extent and during such time as the party is unable to perform its obligations or is delayed in doing so due to events or conditions outside of the party's reasonable control (each a “Force Majeure Event”) including, without limitation in any way, acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather conditions, terrorism, strikes, and/or labor disputes. Upon the occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will promptly give notice to the other party, and thereafter the parties shall meet and confer in good faith in order to identify a cure of the condition affecting its performance as expeditiously as possible. Time of the Essence. Time is deemed to be of the essence with regard to all dates and time periods set forth herein and incorporated herein. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Delivery of Notices. Except as otherwise provided herein, any notice required hereunder shall be given in writing, signed by the party giving notice, personally delivered, mailed by certified or registered mail, return receipt requested, sent by overnight delivery service, or faxed to the parties’ respective addresses as follows, provided any notice given by facsimile is also given by one of the other methods: To the City: City of Oshkosh City Attorney’s Office 215 Church Avenue Post Office Box 1130 Oshkosh, WI 54903-1130 Attn: City Attorney With a copy to: Godfrey & Kahn, S.C. 100 W. Lawrence Street Appleton, WI 54911 Attn: Michael J. Lokensgard To Developer: Mill on Main Ph 3, LLC 1818 Parmenter Street, Suite 400 P.O. Box 620037 Middleton, WI 53562 Attn: Terrence R. Wall, President of its Manager 16 29164992.2 and shall be deemed given upon personal delivery, the first business day after certification or registration, the first business day after deposit with the overnight delivery service, and upon acknowledgement of receipt by facsimile or electronic mail (provided notice is promptly sent by one of the other methods). Entire Agreement. This Agreement and all other documents and agreements expressly referred to herein, contain the entire agreement between the Developer and the City with respect to the matters set forth herein. This Agreement may be modified only in writing signed by all parties. Law Applicable. This Agreement shall be construed in accordance with the internal laws of the State of Wisconsin. Originals and Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Amendments to Agreement. This Agreement shall not be amended orally but only by the written agreement of the parties signed by the appropriate representatives of each party and with the actual authority of each party. Limitation on Liability. The parties acknowledge and agree that in carrying out any of the provisions of this Agreement or in exercising any power or authority granted to them thereby, there shall be no personal liability of the either parties' officers, members, agents, employees, or representatives, it being understood and agreed that in such matters they act as agents and representatives of the applicable party. No Partnership. This Agreement specifically does not create any partnership or joint venture between the parties or render any party liable for any debts or obligations of the other party. Recording of Agreement. The parties hereto agree that at the City's option a memorandum of this Agreement may be recorded on the record title to the Phase 3 Property. The Developer shall upon request of the City execute and deliver any such memorandum or other document in connection with such recording. Developer's Obligations Run with the Land. The Developer's obligations under this Agreement and all consents, obligations, waivers, restrictions, and other requirements of the Developer as set forth in this Agreement, shall be deemed to be covenants running with the land and shall be binding upon the Phase 3 Property and the successors, assigns, and other transferees of the Developer. The rights and benefits conferred upon the Developer shall not be covenants running with the land and shall not inure to the successors, assigns, or other transferees of the Developer, except as set forth in Section X.D, above. Severance. If any portion of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law. 17 29164992.2 Third Parties. This Agreement is made for the exclusive benefit of the parties hereto, and their permitted assignees (as set forth in Section X.D.), and is not for the benefit of any other persons, as third-party beneficiaries or otherwise, and this Agreement shall not be deemed to have conferred any rights, expressed or implied, upon any other party, except as set forth in Section X.D. Neutral Construction. This Agreement is the result of a negotiated agreement by the parties and prior to the execution of this Agreement each party had sufficient opportunity to have review of the document by legal counsel. Nothing in this Agreement shall be construed more strictly for or against either party because that party's attorney drafted this Agreement or any portion thereof or attachment hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date stated in the first paragraph of this Agreement. MILL ON MAIN PH 3, LLC, a Wisconsin limited liability company By: T. WALL ENTERPRISES MANAGER, LLC, a Wisconsin limited liability company, its Manager By: Name: Terrence R. Wall Title: President STATE OF _____________ } } SS COUNTY OF ____________ } Personally came before me this ______ day of ___________________, 2023, the above-named Terrence R. Wall, to me known to be the person who executed the foregoing instrument on behalf of Mill on Main Ph 3, LLC. * Notary Public, State of My Commission: 18 29164992.2 CITY OF OSHKOSH, WISCONSIN By: Mark A. Rohloff, City Manager By: Jesse Balcom, 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 ________________, 2023, the above named Mark A. Rohloff and Jesse Balcom, 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. * Notary Public, State of Wisconsin My Commission: 19 29164992.2 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: __________________, Chair By: __________________, Executive Director STATE OF WISCONSIN } } SS COUNTY OF WINNEBAGO } Personally came before me this _____ day of ________________, 2023, the above named and , to me known to be the Chair and Executive Director, respectively, of the Redevelopment Authority of the City of Oshkosh, Wisconsin, and the persons who executed the foregoing instrument. * Notary Public, State of Wisconsin My Commission: Exhibit A Project Site Plan 29164992.2 EXHIBIT B Legal Description of Phase I Parcel Lot Four (4) of Certified Survey Map No. 8005, recorded with the Winnebago County Register of Deeds as Document No. 1899509, being a part of the Southwest ¼ of Section 24, all in Township 18 North, Range 16 East, City of Oshkosh, Winnebago County, Wisconsin. 29164992.2 EXHIBIT C Estimate of Phase 3 Project Costs Acquisition Costs Land Cost $1 Construction Costs Residential Building $21,226,116 On-site Work $150,000 Park & Public Space Improvements $100,000 Construction Contingency $555,208 Environmental Abatement/Soil Correction Soil Remediation $352,000 Permits/Fees Municipal Fees $138,799 Professional Services Architectural & Engineering $410,400 FF&E $75,000 Legal Miscellaneous Development $178,978 Marketing/Leasing $35,000 Owner’s Representative $87,500 Soft Cost Contingency $219,245 Financing Costs Construction Period Interest $1,226,378 Loan Origination Fees & Financing Costs $128,340 Due Diligence $78,220 Equity Raising Expense $625,002 Entitlement Contribution Entitlement Contribution $1,276,785 Cash Accounts/Escrows/Reserves Management Startup/Leasing $199,503 TOTAL $27,062,475 29164992.2 EXHIBIT D UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH MILL ON MAIN PHASE 3 TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION Number Date of Original Issuance Principal Amount ____ _________________ $[5,806,107]1 FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the “City”), promises to pay to THE MILL ON MAIN PH 3, LLC (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 MRO is issued pursuant to the terms of a Tax Incremental District No. 43 Development Agreement dated as of , 2023 among the City, the Redevelopment Authority of the City of Oshkosh, Wisconsin and the Developer (“Development Agreement”). Capitalized terms used herein without definitions have the meanings ascribed to them in the Development Agreement. This MRO shall be payable in installments on [November 1, ____] 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 has been issued to finance projects within the City’s Tax Incremental District No. 43 (“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 , 2023 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 1 Or 25% of final Phase 2 Project Costs, if less, and subject to adjustment as provided in the Development Agreement. 29164992.2 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, 2050]. 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 Revenues totaling the principal amount of this MRO 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, the City’s obligation to make payments on this MRO in the event of (i) the failure to complete future phases of the Project, and/or (ii) certain defaults under the Development Agreement shall be limited as provided in Section IX.B.1 of 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, with the consent of the City, which consent shall not be unreasonably withheld. 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. 29164992.2 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: 29164992.2 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 Tax Incremental District No. 43 Project Plan City of Oshkosh Prepared by Ehlers Page | 28 Table 3 – Cash Flow City of Oshkosh, WI Tax Increment District #43 (Mill on Main) Cash Flow Projection Phase I @Phase II @Phase III @ 90% 90% 90% of Increment of Increment of Increment Year 2022 0 0 0 0 0 25,000 25,000 (25,000) (25,000)02022 2023 0 0 0 0 0 5,000 5,000 (5,000) (30,000)8,343,364 2023 2024 110,362 110,362 99,326 0 0 5,100 104,426 5,936 (24,064)14,162,534 2024 2025 427,793 427,793 297,977 87,037 0 13,514 5,202 403,730 24,064 0 13,777,520 2025 2026 731,570 731,570 397,303 261,110 0 67,851 5,306 731,570 0 0 18,925,213 2026 2027 913,162 913,162 397,303 348,147 76,396 85,904 5,412 913,162 0 0 18,103,367 2027 2028 1,082,931 1,082,931 397,303 348,147 229,188 102,773 5,520 1,082,931 0 0 17,128,729 2028 2029 1,167,816 1,167,816 397,303 348,147 305,585 111,151 5,631 1,167,816 0 0 16,077,695 2029 2030 1,167,816 1,167,816 397,303 348,147 305,585 111,038 5,743 1,167,816 0 0 15,026,660 2030 2031 1,167,816 1,167,816 397,303 348,147 305,585 110,923 5,858 1,167,816 0 0 13,975,626 2031 2032 1,167,816 1,167,816 397,303 348,147 305,585 110,806 5,975 1,167,816 0 0 12,924,591 2032 2033 1,167,816 1,167,816 397,303 348,147 305,585 110,687 6,095 1,167,816 0 0 11,873,557 2033 2034 1,167,816 1,167,816 397,303 348,147 305,585 110,565 6,217 1,167,816 0 0 10,822,523 2034 2035 1,167,816 1,167,816 397,303 348,147 305,585 110,440 6,341 1,167,816 0 0 9,771,488 2035 2036 1,167,816 1,167,816 397,303 348,147 305,585 110,314 6,468 1,167,816 0 0 8,720,454 2036 2037 1,167,816 1,167,816 397,303 348,147 305,585 110,184 6,597 1,167,816 0 0 7,669,419 2037 2038 1,167,816 1,167,816 397,303 348,147 305,585 110,052 6,729 1,167,816 0 0 6,618,385 2038 2039 1,167,816 1,167,816 397,303 348,147 305,585 109,918 6,864 1,167,816 0 0 5,567,351 2039 2040 1,167,816 1,167,816 397,303 348,147 305,585 109,780 7,001 1,167,816 0 0 4,516,316 2040 2041 1,167,816 1,167,816 397,303 348,147 305,585 109,640 7,141 1,167,816 0 0 3,465,282 2041 2042 1,167,816 1,167,816 397,303 348,147 305,585 109,498 7,284 1,167,816 0 0 2,414,247 2042 2043 1,167,816 1,167,816 397,303 305,585 457,499 7,430 1,167,816 0 0 1,711,360 2043 2044 1,167,816 1,167,816 397,303 305,585 457,350 7,578 1,167,816 0 0 1,008,472 2044 2045 1,167,816 1,167,816 397,303 305,585 457,199 7,730 1,167,816 0 0 305,585 2045 2046 1,167,816 1,167,816 305,585 854,347 7,884 1,167,816 0002046 2047 1,167,816 1,167,816 1,159,774 8,042 1,167,816 0002047 2048 1,167,816 1,167,816 1,159,613 8,203 1,167,816 0002048 2049 1,167,816 1,167,816 1,159,449 8,367 1,167,816 0002049 2050 1,167,816 1,167,816 1,159,282 8,534 1,167,816 0002050 Total 28,957,771 28,957,771 8,343,364 5,918,496 5,806,107 8,679,549 210,256 28,957,771 Total 5.25% 5.25% 5.25% 4,270,000 3,140,000 2,660,000 10,070,000 Total Projected District Closure Outstanding PAYGO BalancesAnnual CumulativeAdmin. Total ExpendituresYear Projected Revenues Expenditures Tax Increments Incentive Present Value @ 5.25% Discount Rate Balances Development Incentives Public Infrastructure & Land WritedownTotal Revenues Ground Lease Agreement Document Number Document Title This LEASE AGREEMENT (the “Lease”), made and entered into this _____ day of April, 2023, is by and between the City of Oshkosh, (CITY) a Wisconsin municipality, and the Redevelopment Authority of the City of Oshkosh, (RDA), with their principal offices located at 215 Church Ave., P.O. Box 1130, Oshkosh, Wisconsin 54903-1130, (collectively "Lessor") and The Mill on Main PH 3, LLC, a Wisconsin limited liability company ("Lessee"): Parcel No. RECITALS 1. RDA owns real property located along S. Main Street and comprised of the parcel number(s) identified above (Project), in the City of Oshkosh, Winnebago County, Wisconsin. 2. The Project includes real property to be redeveloped described as attached Exhibit A and fully incorporated into this Lease. 3. Lessor and Lessee, together with the City of Oshkosh, have entered into a Development Agreement (“Development Agreement”) dated April ___, 2023, and recorded with the Winnebago County Register of Deeds as Document Number ___________ on the ____ day of April, 2023, for the purpose of constructing a mixed use development on the Leased Premises. A copy of the Development Agreement is not attached hereto but Lessee acknowledges that it read and signed the Agreement, retains a copy of the Development Agreement, is familiar with it and agrees to be bound by its terms as it may pertain to the development of the Leased Premises. A copy of the development footprint is attached as Exhibit B and incorporated herein. 4. Environmental remediation is required to be performed on the Leased Premises and certain funding sources for this environmental remediation require that Lessor continue to retain ownership of the Leased Premises until remediation is completed. Recording Area Name and Return Address City Attorney’s Office 215 Church Ave. P.O. Box 1130 Oshkosh, WI 54903-1130 5. It is in both parties’ interests that Lessee begin construction of the proposed development and related improvements on the Leased Premises prior to the completion of the environmental remediation, and the purpose of this Lease is to allow this commencement of construction. 6. The development of the Leased Premises described in the Development Agreement and in this Lease may be financed through a lender (Lender). The Lender may request and be granted an interest in this Lease up to and including the right to assume Lessee’s rights and obligations under this Lease and under the Development Agreement. However, the assignment of any Lessee interest in the Leased Premises must be related to the development and pursuant to the terms of the Development Agreement, must be contingent with such transfer becoming effective in the event of a default by Lessee, and must be accompanied by a simultaneous written assumption by Lender of Lessee’s obligations under the Development Agreement. All assignments, transfers, conveyances of the Leased Premises will be subject to continuing obligations under the Development Agreement. AGREEMENT 7. All Recitals are incorporated into this Agreement. 8. In exchange for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lessor agrees to lease to Lessee, and the Lessee agrees to accept such lease of the property identified and described as the Leased Premises on the terms and conditions expressly set forth and referenced herein. 9. The term of this Lease shall commence on the date it is executed by all parties, and shall end on the earlier of: (a) the date on which Lessee, or a Lender as may otherwise be allowed under a lease assignment, closes on its purchase of and acquires full ownership interest in the Leased Premises; (b) the date the Development Agreement is terminated by agreement of the parties; (c) if the Development Agreement is terminated due to failure of Developer to proceed with the Project as provided in Section IX.A.1 of the Development Agreement, the date the Development Agreement is terminated; or (d) the date that is fifty years after the date of commencement of this Lease. 10. Pursuant to the terms of the Development Agreement, Lessor and Lessee are obligated to cooperate with respect to remediation actions at the direction of the Wisconsin Department of Natural Resources relating to existing hazardous substances on the Leased Premises (Remediation). The Remediation shall be performed pursuant to the terms of the Development Agreement, the terms of any grants utilized for this purpose, and the terms required by the Wisconsin Department of Natural Resources (WDNR). Lessor and Lessee will each take all necessary actions to obtain a Voluntary Party Liability Exemption (VPLE) from the WDNR for the Leased Premises for any parcel on which remediation is deemed necessary. Remediation of the site, if necessary, will not be completed until construction of the improvements on the Leased Premises is completed, and the Leased Premises cannot be conveyed by Lessor until the Remediation is determined to be unnecessary or is complete and any applicable grants used for Remediation are closed out. Unless otherwise agreed upon in writing by the Parties, Lessee shall close on its purchase of the Leased Premises upon (1) a determination that remediation is unnecessary and completion of the Phase 3 Project; or (2) upon on the earliest practical date after all of the following events occur: (a) completion of the Phase 3 Project, (b) the issuance of the Certificate of Completion, and (c) the closeout of any Remediation grants;. It is expected that the grants will be closed out by the Agencies within one hundred twenty (120) days after the issuance of the Certificate of Completion. All parties agree that the timely expiration of this Lease, and conveyance of the Leased Premises, is in everyone’s best interest and will work in good faith towards that end. Lessor shall convey the Leased Premises to Lessee pursuant to this Lease and terms of the Development Agreement. The Parties acknowledge that if the Certificate of Completion is not received, or the closeout of any Remediation grants does not take place, Lessee, at its election, is under no obligation to close on the purchase of the Property and may continue to lease the Leased Premises for the remainder of the fifty year lease term under this Lease, with any remaining environmental clean-up, if any, being the responsibility of the City. 11. There shall be no Lease payments due from Lessee to Lessor other than the payment identified in paragraph number 8, above, except as may be required by this Lease or the Development Agreement during the term of this Lease. 12. The Lessee shall be allowed to construct and operate apartment facilities, as well as develop business buildings and offices, retail spaces, and any and all related improvements on the Leased Premises as approved by Lessor pursuant to the terms of the Development Agreement and consistent with other government rules and regulations. No agreements by Lessee with others which purport to allow the use of the Leased Premises in a manner contrary to this Lease, or to the Development Agreement, shall be allowed, or enforceable, against Lessor or in rem against the Leased Premises. 13. During the term of this Lease, the Lessor shall be allowed reasonable access to the Leased Premises for any purpose related to any municipal or police power function, to meet its obligations under this Lease or the Development Agreement, or to function in its capacity as the owner of the Leased Premises. Lessor shall make all reasonable efforts to not materially disrupt Lessee’s allowed use of the property. Lessor shall provide reasonable written notice to the Lessee prior to accessing the premises. 14. During the term of this Lease, Lessee shall be deemed the owner of all improvements constructed on the Leased Premises by Lessee, subject to any legal rights and assignments to third–parties. Lessor may take actions to gain ownership of improvements upon the abandonment of the development and related interests by Lessee, assignees, or others subject to the rights of the lenders and providing known interested parties notice and a right to cure default or to affirm interest in the Leased Premises. 15. The Lessee has had sufficient access to the Leased Premises and as a result is or should reasonably be aware of all aspects related to its condition. The Lessor makes no express or implied promises or warranties related to the condition of the Leased Premises except those with respect to matters identified in the Development Agreement. 16. Lessee assumes full and complete responsibility for any development activities, fixtures, or improvements to the Leased Premises prior to the date Lessee purchases the Leased Premises pursuant to this Lease. 17. Lessee acknowledges that it assumes the responsibility of ensuring that its investments in or on the Leased Premises are protected through separate agreements with its Lenders or other measures allowed by law. 18. Lessee shall have all necessary insurance with sufficient limits which will cover its employees, actions and property on the Leased Premises. Lessee shall hold the Lessor harmless from any accident or incident involving Lessee, its employees or agents, or any dispute with any 3rd party resulting from any action of Lessee, its agents or assigns, occurring during the term of this Lease. 19. The Lessee is responsible for paying all utilities, costs, expenses, and obligations of any kind except those incurred by or that are the responsibility of the City during the term of and under this Lease and the Development Agreement. The Lessee is further required, at its expense, to keep and maintain in good order, condition, and repair the Leased Premises and all improvements constructed thereon, including but not limited to grounds and lawn maintenance and clearing of public sidewalks adjacent to the parcel (Riverwalk and park areas shall be maintained by the City). 20. Lessee shall be responsible to pay all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt), which accrue during the term of the Ground Lease. 21. Lessee shall not allow any encumbrance to be filed on or against the Leased Premises, including mortgages, easements, or similar restrictions, except for the assignment to Lenders provided under Section 6 of this Agreement. 22. All terms of the Development Agreement pertaining to the Leased Premises are incorporated into this Lease, including but not limited to representations and warranties. Lessor and Lessee may pursue any breach or default of this Lease or of the Development Agreement as allowed by law. 23. Lessee’s restrictions on the use of the Leased Premises during the terms of this Lease are set forth in the Development Agreement, and are specifically incorporated into this Lease. All other terms, conditions, benefits, burdens, and agreements between these parties relating to the Leased Premises shall remain in full force and effect, without alteration. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written. LESSEE: The Mill on Main Ph 3, LLC By: _______________________________ Terrence R. Wall, President of T. Wall Enterprises Manager, LLC, its Manager LESSOR: City of Oshkosh By: _______________________________ Mark A. Rohloff, City Manager By:________________________________ Jessi Balcom, City Clerk Oshkosh Redevelopment Authority By: ________________________________ Chair By: _________________________________ Kelly Nieforth, Executive Director This document drafted by: Lynn A. Lorenson City Attorney Oshkosh, Wisconsin 54903 Exhibit A Legal Description of Phase III Parcel Lot 4 of Certified Survey Map No. 8005, recorded with the Winnebago County Register of Deeds as Document No. 1899509, being a part of the Southwest ¼ of Section 24, all in Township 18 North, Range 16 East, City of Oshkosh, Winnebago County, Wisconsin. EXHIBIT B Description of Project Plan Tax Incremental District (“TID”) No. 43 (“District”) is a proposed 13.45-acre Blighted Area District located on the Fox River generally east of S. Main Street, north of E. 10th Avenue and west of Pioneer Drive in the Sawdust District. The District will be created to pay the costs of development incentives and public infrastructure to permit a mixed-use redevelopment project with 291-multifamily apartment units and 21,800 square feet of commercial space (“Project”) to be developed by The Mill on Main, LLC (“Developer”). The Project will include construction of a private clubhouse, pickleball courts, an amphitheater, Riverwalk connection and other amenities. Property in the District was previously identified for redevelopment in the 2003 South Shore Redevelopment Area Project Plan and the 2020 Sawdust District Master Plan. APRIL 25, 2023 23-217 RESOLUTION (CARRIED 7 – 0 LOST________LAID OVER________WITHDRAWN________) PURPOSE: ESTABLISH RATE OF COMPENSATION FOR MEMBERS OF THE BOARD OF REVIEW INITIATED BY: CITY COUNCIL WHEREAS, section 70.46(3) of the Wisconsin Statutes provides that members of Boards of Review may receive such compensation as may be determined by the Common Council; and WHEREAS, the City’s Board of Review Members have been compensated for many years due to the special nature of their functions and time commitment for service on this board; and WHEREAS, the current compensation has not been reviewed for many years and it is beneficial to review and update the current compensation for service on this Board. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that Board of Review shall receive compensation in the amount to be established from time to time by resolution of the Common Council for attendance at training sessions; attendance for hearings and other matters when the Board of Review is in session, includin g breaks as may be provided; and for time spent in review of a transcript, recording and/or summary of evidence as provided in section 70.47(9) of the Wisconsin Statutes, as may be required for a determination by a quorum of the Board in the amount of fifteen dollars ($15.00) per hour. THERE ARE NO ATTACHMENTS ASSOCIATED WITH THIS ITEM THERE ARE NO ATTACHMENTS ASSOCIATED WITH THIS ITEM THERE ARE NO ATTACHMENTS ASSOCIATED WITH THIS ITEM I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\N Divers Memo-WFP Raw Wtr Intakes Pre-Clean Insp_4-20-23.docx Page 1 of 1 TO: Honorable Mayor and Members of the Common Council FROM: Mark A. Rohloff, City Manager DATE: April 20, 2023 RE: Professional Services Agreement with Northern Divers USA for Water Filtration Plant (WFP) Raw Water Intakes Pre-Cleaning Inspection Project ($28,500.00) Raw water is supplied to the WFP via a 60-inch diameter, nearly 5,000-foot long intake and raw water pipeline that was constructed in 2005. Initial inspection of the 60-inch intake found that minor repairs and cleaning are needed. To affect the cleaning and repairs, the 60-inch intake needs to be taken out of service. During work on the 60-inch intake, a temporary backup intake will be used for water supply. Currently, none of the City’s backup intakes are capable of providing a reliable backup intake. Staff is evaluating rehabilitation and upgrade of the 36-inch intake and 30-inch raw water pipeline constructed in 1958 or construction of a new backup intake. The 60-inch intake and pipeline have never been cleaned. There is no record of the 36-inch intake or 30-inch pipeline having been cleaned. Based on review of the intakes’ drawings and available construction photos, there are no pipeline flushing connections that can be used to introduce high-volume (30,000 to 100,000 gallon per minute) flushing water. Field verifying of the existing pipeline installation details is required, several of which are located underwater requiring professional diving services to evaluate options. During the inspection, the existing condition will be documented. Based on the condition, Northern Divers USA (Northern Divers) will provide recommendations on where to construct flushing connections and develop a plan for flushing/cleaning the pipes. Northern Divers has provided services for the Water Utility in the past and was chosen for this work due to their experience in flushing water intake lines and their dive team experience. Funding for these services is available in the 2023 Water Utility Operating Budget (Account No. 05411864-6401-08643/Water Treatment Operating-PS - Engineer/Survey/Appraisal-Sundry & Other Fixed Charges). Chapter 12 of the Municipal Code provides that professional services of a specialized nature, including engineering services, may be approved by the City Manager without the use of formal, sealed quotes. In accordance with Section 12-16 of the Code, I am here by submitting this report regarding this professional services agreement. SMG/tlt April 12, 2023 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\Jacobs 2023 Wtr Util Tech Serv\Raw Wtr Intakes\Pre-Clean Insp Scope of Serv_4-12-23.docx Page 1 of 1 SCOPE OF SERVICES City of Oshkosh Water Filtration Plant Raw Water Intakes Pre-Cleaning Inspection Project Purpose The purpose of the City of Oshkosh (City) Water Filtration Plant (WFP) Intakes Pre-Cleaning Inspection Project (Project) is to field verify existing raw water supply system features prior to undertaking contracted cleaning and detailed condition assessment. Background Raw water is supplied to the WFP via a 60-inch diameter, nearly 5,000-foot long intake and raw water pipeline that was constructed in 2005. Recent inspection of the 60-inch intake found that minor repairs are needed. To affect repairs, the 60- inch intake needs to be taken out of service, cleaned, and inspected. During work on the 60-inch intake, a temporary backup intake will used for water supply. Currently, none of the City’s backup intakes are reliable; to provide a reliable backup intake, the City is considering rehabilitation and upgrade of the 36-inch intake and 30-inch raw water pipeline constructed in 1958. The City is also evaluating construction of a new backup intake. The 60-inch intake and pipeline have never been cleaned. There is no record of the 36-inch intake or 30-inch pipeline having been cleaned. Based on review of the intakes’ drawings and available construction photos, there are no pipeline flushing connections that can be used to introduce high-volume (30,000 to 100,000 gallon per minute) flushing water. The Project is needed to field verify existing pipeline installation details, several of which are located underwater requiring professional diving services. Scope of Services Northern Divers USA will conduct a pre-cleaning inspection of the following City assets for the purpose of determining how flushing connections can put in place: 60-inch intake crib; Diversion Vault; Low Lift Pump Station shore wells 36-inch intake crib; 36-inch, 60-inch, and 30-inch inlet/outlet connections within the Pretreatment Basin Presence and location of small diameter chemical and sample lines Northern Divers USA will provide all necessary personnel, equipment, vehicles, and materials necessary to conduct the inspection, verify field information, and document the conditions. To the extent practical, the inspection will be performed in the company of City personnel. Northern Divers USA will prepare a brief narrative description of the pre-cleaning inspection to be performed, including site safety measures that will be followed. Following the inspection, Northern Divers USA will meet with the City to discuss inspection findings and recommendations for preparations needed to facilitate flushing. Northern Divers USA will collaborate with the City in the development of a flushing operation narrative to be submitted to the Wisconsin Department of Natural Resources (WDNR) to obtain the individual Chapter 30 permit necessary to conduct intake flushing. Northern Divers USA will participate in one (1) virtual meeting with the City and WDNR during the permit application process to answer questions, as needed. Fees The lump sum not-to-exceed fees for the above services are as follows: Diving Services $24,500 Permitting Assistance with the WDNR (if required) $ 4,000 Total Fees $28,500 TO: Honorable Mayor and Members of the Common Council FROM: Mark A. Rohloff, City Manager DATE: April 20, 2023 RE: Approve $12,250.00 Amendment to Professional Services Agreement with AECOM for Mill on Main Phase I Environmental Consulting ($34,325.00) The Department of Community Development is requesting an amendment to the existing Professional Services Agreement with AECOM for environmental consulting services for Phase I of the Mill on Main redevelopment project. The amendment is required to complete a Site Investigation Report for the Wisconsin Department of Natural Resources. The amendment will increase the existing $22,075 agreement by $12,250 for a total of $34,325. Funding for the $12,250 increase is available in Capital Improvement Programs – South Shore/Sawdust Redevelopment Account No. 0323-0740-7216-67004. Chapter 12 of the Municipal Code of the City of Oshkosh provides that professional services of a specialized nature may be procured without the use of formal, sealed quotes. In accordance with Section 12-16, I am hereby submitting this report regarding this professional services agreement. Please contact me if you have any questions or concerns regarding the amendment to this professional services agreement. Submitted, Mark A. Rohloff City Manager 1/3 Amendment to Agreement Amendment No. 1 AECOM Project No. 60696332 City of Oshkosh Purchase Order No. 221168 April 11, 2023 Summary Original Contract Value $22,075 Amount this Amendment $12,250 Revised Contract Amount $34,325 Task # Description: Amount 1 This Amendment is in response to an email from Mr. Kevin McKnight (WDNR) notifying the City that the Site Investigation Report (SIR) for the Mill on Main Development did not meet the requirements for a WAC ch. NR.716 SI report. The following information, broken down in tasks, was requested by the WDNR to complete the SIR: 1) Property line clarification with updated figures, 2) Update figures per the SIR not approved letter and scale the figures to show only the Phase I work area, 3) Advance three to five sample locations in the northeast section of the site to further assess site conditions, 4) Complete a Historic Fill Exemption application due to possible foundry sand noted in the SI soil borings. 5) Update SIR with an addendum and above updated figures. 6) Update SIR with Vapor Intrusion (VI) discussion This amendment will cover Task 1, 2, 5, and 6. Task 3 scope and cost will be covered by EPA Grant Project Authorization No. 20 under a separate project. Task 4 will be addressed by T Wall’s consultant True North, per a February 27th Teams meeting between AECOM, True North (Tom Culp), and WDNR (Kevin McKnight). Task 6 VI will additionally be discussed in True North’s Materials Management Plan. However, AECOM will include additional vapor intrusion discussion in the amended SIR. Deliverables: Once the field work associated with Task 3 has been completed, AECOM will provide an amended Mill on Main SIR. The following items will be included in the amended SIR: Additional data from Task 1 will be added to the amended SIR. Per Kevin McKnight the amended SIR will only include data relevant to Phase I of the development. Mr. McKnight indicated each development phase will need a SIR relevant to that phase. Task 3 investigation data will be added to the amended SIR. Task 6 VI discussion will be added to the amended SIR. $12,250 TOTAL $12,250 2/3 The services provided will be performed in accordance with the approved Fee Schedule and conditions of the General Conditions of Service – City of Oshkosh, April 2009, which are expressly incorporated into, and are an integral part of, our agreement for professional services. As formal authorization to proceed, please sign the attached authorization form and return via email to Andrew Mott (andrew.mott@aecom.com). If you have any questions or need to clarify a point, please call Andrew Mott at 920-236-6713. Yours Sincerely, AECOM Technical Services, Inc. Andrew Mott, P.G., CPG Senior Project Manager Dave Lowry, P.E. (MO/IL) Associate Vice President 3/3 Authorization April 12, 2023 I hereby authorize AECOM to proceed with the scope of work outlined in Amendment No. 1 to the agreement dated June 26, 2022, OPP-115479 related to Environmental Consulting for TWall Mill on Main Phase I in Oshkosh, Wisconsin with a revised total budget authorization of $12,250 under the general terms and conditions specified in the proposal. Signature Date Mark A Rohloff Print Name City Manager Title/Organization Signature Date Jessi L. Balcom Print Name City Clerk Title/Organization Signature Date Lynn A. Lorenson; Print Name City Attorney Title/Organization Signature Date Russ Van Gompel Print Name Director of Finance Title/Organization City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Mark A. Rohloff, City Manager DATE: April 18, 2023 RE: Cooperative Purchase of two 2022 Dodge Ram 2500 Pickup Trucks from Ewald Automotive Group for Electrical Division ($68,340.00, $61,614.00) BACKGROUND The Common Council allocated funds in the 2023 CIP for the purchase of two new pickup trucks as noted in the table below. These trucks will be used by the Electric Division for service and construction projects and have service bodies that allow staff to carry more tools and equipment, increasing their efficiency. This memo is to report the purchase of these vehicles pursuant to the cooperative purchase exception of our purchasing ordinance. 2023 CIP Item/Allocation, Dept./Div. & Justification for Need Vehicle to be purchased and Cooperative Contract Dealer Cooperative Contract Cost Pickup Truck w/ service body and snow plow- $65,000 Electric Division, replacing 2008 Ford F350 w 62K miles 2022 Ram 2500 Tradesman 4X4 Regular Cab w 8’ box- Ewald Automotive Group $68,340.00 Pickup Truck w/ service body- $50,000 Electric Division, replacing 2008 Ford F250 w 49K miles 2022 Ram 2500 Tradesman 4X4 Regular Cab w 8’ box- Ewald Automotive Group $61,614.00 ANALYSIS Purchasing confirmed Ewald Automotive Group holds State of Wisconsin cooperative contract (#505ENT-M21-VEHICLES-04) for Ram vehicles. Purchasing was made aware these two vehicles were still available in dealer allocation. By using the cooperative contracts for these vehicles, the city was able save a total of $13,970.00 off list price. FISCAL IMPACT The 2023 CIP allocated $65,000 for the Pickup Truck with Service Body and Snow Plow . The cooperative contract cost for this truck was $68,340.00 to be charged to A/N# 03230801 7210 66029 (Motor Vehicles). The 2023 CIP allocated $50,000 for the Pickup Truck with Service Body. The cooperative contract cost for this truck was $61,614.00 to be charged to A/N# 03230801 7210 66014 (Motor Vehicles). Finance confirmed there is sufficient CIP contingency funding to cover the total overage for both vehicles ($14,954.00). RECOMMENDATION Section 12-15 of the Municipal Code provides that subject to approval of the City Manager, cooperative purchases pursuant to a contract with any other local, state or federal governmental unit or agency may be made without following a competitive bidding or quotation process. In accordance with Section 12-15 of the Municipal Code, I am hereby submitting a report of these vehicle purchases to the Common Council. If you have any questions on this purchase, please contact myself or General Services Manager Jon Urben. Respectfully Submitted, Mark A. Rohloff, City Manager TO: Honorable Mayor and Members of the Common Council FROM: Mark A. Rohloff, City Manager DATE: April 17, 2023 RE: Cooperative Purchase of Body Armor from AARDVARK for Police Department ($48,840.79) BACKGROUND In 2022 the City of Oshkosh received a $203,844.60 State of Wisconsin Department of Administration LEA (law enforcement agencies) grant from the State’s ARPA (American Recovery Plan Act) funding. The Common Council previously approved the use of $124,000 of this LEA grant for the purchase of automatic license plate readers with resolution 22 -458. Part of the remaining LEA grant funding was identified to replace body armor for the SWAT team. The new armor replaced expired armor within the Police Department’s 5 year or 10-year armor replacement cycle. This purchase provided approximately 11 new sets of heavy armor including helmets, leg, arm and neck components. This memo is to report the purchase of this body armor pursuant to the cooperative purchase exception of our purchasing ordinance. ANALYSIS Purchasing has verified that AARDVARK held the General Services Administration (GSA) cooperative contract (#GS-07F-141DA) for AARDVARK armor components. Using this cooperative contract, the city saved $3,245 (6.6%) off list price. FISCAL IMPACT The total fiscal impact for this armor purchase using the GSA cooperative contract was $48,840.79. This purchase was charged to A/N#: 02150211 7204 02171 (Machinery and Equipment). RECOMMENDATION Section 12-15 of the Municipal Code provides that subject to approval of the City Manager, cooperative purchases pursuant to a contract with any other local, state or federal governmental unit or agency may be made without following a competitive bidding or quotation process. In accordance with Section 12-15 of the Municipal Code, I am hereby submitting a report of this purchase to the Common Council. If you have any questions on this purchase, please contact myself or General Services Manager Jon Urben. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Mark A. Rohloff, City Manager DATE: April 17, 2023 RE: Cooperative Purchase of Zero Turn Tractor with Attachments from Reinders for Parks Department ($66,917.51) BACKGROUND The Common Council allocated $73,000.00 in the 2023 CIP for a new Zero Turn Tractor with Attachments for the Parks Department. The new unit will replace a Groundsmaster 7210 unit (#454) that due to its age, high hourly use (+3,338 hours) and ongoing equipment and maintenance repairs is beyond its service life. The new unit will continue to be used for Parks and other department needs for turf maintenance and snow removal. This purchase will include the tractor, cab and power v-plow attachments. This memo is to report the purchase of this unit pursuant to the cooperative purchase exception of our purchasing ordinance. ANALYSIS Purchasing has verified that Toro holds a Sourcewell cooperative contract (#031121-TTC) for Toro landscape and grounds maintenance equipment. Reinders is the local participating Toro dealer. Using this cooperative contract, the city will save $13,416.44 (22%) off list price. FISCAL IMPACT The 2023 CIP allocated $73,000.00 for this unit. The total fiscal impact of this unit using the cooperative contract discount is $66,917.51. This purchase will be charged to A/N# 03230610 7204 66141 (Machinery & Equipment- Parks Zero Turn Mowers). RECOMMENDATION Section 12-15 of the Municipal Code provides that subject to approval of the City Manager, cooperative purchases pursuant to a contract with any other local, state or federal governmental unit or agency may be made without following a competitive bidding or quotation process. In accordance with Section 12-15 of the Municipal Code, I am hereby submitting a report of this purchase to the Common Council. If you have any questions on this purchase, please contact myself or General Services Manager Jon Urben. City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 http://www.ci.oshkosh.wi.us TO: Honorable Mayor and Members of the Common Council FROM: Mark A. Rohloff, City Manager DATE: April 17, 2023 RE: Cooperative Purchase of 4WD Utility Vehicle with Attachments from Reinders for Cemetery Division ($39,785.04) BACKGROUND The Common Council allocated $40,000.00 in the 2023 CIP for a new 4WD utility vehicle with plow and spreader for the Cemetery Division of the Parks Department. The new unit will replace a 2011 John Deere gator unit that due to its age and condition has reached the end of its service life. The new unit will continue to be the primary utility vehicle used in Cemetery operations as it can fit in tight places for loading/unloading materials. Additionally, the unit will be fitted with a plow and spreader for snow removal operations and salting sidewalks. This purchase will include the vehicle, power v-plow and spreader attachments. This memo is to report the purchase of this unit pursuant to the cooperative purchase exception of our purchasing ordinance. ANALYSIS Purchasing has verified that Toro holds a Sourcewell cooperative contract (#031121-TTC) for Toro landscape and grounds maintenance equipment. Reinders is the local participating Toro dealer. Using this cooperative contract, the city will save $3,998.90 (9.1%) off list price for this unit. FISCAL IMPACT The 2023 CIP allocated $40,000.00 for this unit. The total fiscal impact of this unit using the cooperative contract discount is $39,785.04. This purchase will be charged to A/N# 03230650 7204 66002 (Machinery and Equipment). RECOMMENDATION Section 12-15 of the Municipal Code provides that subject to approval of the City Manager, cooperative purchases pursuant to a contract with any other local, state or federal governmental unit or agency may be made without following a competitive bidding or quotation process. In accordance with Section 12-15 of the Municipal Code, I am hereby submitting a report of this purchase to the Common Council. If you have any questions on this purchase, please contact myself or General Services Manager Jon Urben. THERE ARE NO ATTACHMENTS ASSOCIATED WITH THIS ITEM THERE ARE NO ATTACHMENTS ASSOCIATED WITH THIS ITEM City of Oshkosh Status of Outstanding Issues Date of Initial Request Affected Department(s) (If Applicable) Title of Directive Current Status Next Status Report/Update Other Notes 1/22/2019 & 1/10/2023 Finance & Public Works Work to address inequities in Special Assessments by providing Council options Staff will provide summary of options other than replacement fees as part of first quarter goal update. 4/25/2023 Village of Pewaukee has successfully defended a lawsuit challenging its TUF 6/9/2020 City Manager Community Conversations to address racism The City Manager is seeking contacts to initiate discussions with community leaders in order to identify next steps. 4/25/2023 1/10/2023 City Manager Engage other governmental and non-profit entities in the region to reduce and prevent homelessness Based on the recent emergency, more interagency and community discussion are needed to address this growing problem. 4/25/2023 County set to convene county wide meeting. 1/10/2023 City Manager Infuse Sustainability and DEI concepts into City policies and City day to day operations Key Performance Indicators (KPI's) have been approved by the DEI Committee, they are included in 2023 budget. 6/30/2023 DEI Strategic Plan approved on 3/14/23 1/1/2021 City Manager Continue participating in State wide initiatives to improve Oshkosh’s shortfall in state-local funding, including reform of Shared Revenue program and fully funding MSP program. The City Manager participated as a member of statewide committee to investigate local sources of revenue. League of Municipalities using committee report in lobbying efforts. 7/1/2023 Awaiting plan from Legislature on funding plan for 2023-25 biennium. 8/24/2021 Community Development Convention and Visitors Bureau (CVB) Tourism Assessment City staff is working with the CVB and other community partners on a Downtown Area study.6/30/2023 Downtown study underway. 5/10/2022 City Manager ARPA funding for non-infrastructure purposes Summery of committed funds was presented to Council on 3/14/23.6/30/2023 11/9/2022 City Manager Boards and Commissions Study Council AdHoc Committee is gathering information in order to develop a report for Council consideration. 5/9/2023 Staff is drafting report for Council review. 1/10/2023 DPW/Legal Sanitary District Negotiations Districts to provide response to City’s proposals by 4/1/2023.5/9/2023 Staff reviewing counter proposal. 4/25/2023 Council Meeting