HomeMy WebLinkAbout07-02
JANUARY 9,2007
07 -02
RESOLUTION
(CARRIED 7 -0 LOST
LAID OVER
WITHDRAWN
PURPOSE:
APPROVE OPTION AGREEMENT; MASTER DEVELOPMENT
AGREEMENT TERM SHEET FOR DISPOSITION OF MARION
ROAD I PEARL AVENUE REDEVELOPMENT PHASE II AREA TO
AKCESS ACQUISITION GROUP LLC IN ACCORDANCE WITH
PROJECT REPORT
INITIATED BY:
DEPARTMENT OF COMMUNITY DEVELOPMENT;
REDEVELOPMENT AUTHORITY
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 an Option
Agreement and subsequent Master Development Agreement with Akcess Acquisition
Group LLC for the Marion Road I Pearl Avenue Redevelopment Phase II Area with
substantially the same terms as set forth in the attached Project Report, and to carry out
all actions necessary to implement the City's obligations under the agreements.
Project Report On
Akcess Acquisition Group Transaction
Marion RoadlPearl Avenue
Redevelopment Phase II Area
City of Oshkosh Redevelopment Authority
January 2007
The following information represents a Project Report that covers the essential elements of the
transaction between the City and the Akcess Acquisition Group, and between the Redevelopment
Authority (RDA) and Akcess, relative to Development Areas I, 2 and 3 in the Marion
RoadlPearl Avenue Redevelopment Project Phase II Area.
The transaction will cover an Option Agreement, and provide for approval of a Master
Development Agreement Term Sheet. The Option Agreement provides Akcess with a six month
time frame to conduct various "Due Diligence" activities that mayor may not lead to a Master
Development Agreement between the parties. The Master Development Agreement Term Sheet
sets forth the general provisions on the possible disposition by sale of Development Area 1 and
by lease/purchase of Development Areas 2 and 3, to Akcess. .
The Project Report includes the Option Agreement and Master Development Agreement Term
Sheet, and the "The Waterfront" proposal submitted by Akcess in October 2006.
Akcess is asking for disposition of Development Areas 1, 2 and 3 on a land write down basis ($1
at the time of conveyance for the development sites/parcels) as the incentive for Akcess to serve
as Master Developer for the Phase II Area.
Background
The Option Agreement would be entered into between the City, the RDA, and Akcess
Acquisition Group. Akcess is a development group led by former Governor Tommy Thompson,
who serves as President of Akcess Acquisition Group. Akcess is partnering with Cherokee
Investment Partners, CD Smith Construction of Fond du Lac, and Somerville Architects of
Green Bay.
The City was approached by this group in late July 2006 in response to the RDA's Request for
Proposals for the Marion RoadlPearl Avenue Redevelopment Project Phase II Area. In August
Governor Thompson and other members of the group met with the City to discuss their interest
in becoming involved in the community's redevelopment efforts, and to determine how the
group could best relate to the redevelopment area, and the process that was seen as most
appropriate for moving forward with the development of specific projects in that area.
As a result of the August 2006 meeting and additional discussions, Akcess brought forward their
proposal, whereby the group would serve as "Master Developer" for the Phase II Area.
While Akcess has identified a general vision for the physical development of the area (which
they are calling "The Waterfront"), they are proposing to refine specific development plans over
the course of the six-month option period. The six-month time frame is a key factor in the
proposal, since Akcess' s determination to move forward with the disposition/conveyance ot
development sites/parcels would be predicated on the "Due Diligence" activities set forth in their
proposal.
Project RepOJ1- Akcess Group
In the Master Development format, Akcess could be the developer on one or more of the projects
to be proposed in the area, or they could work with sub-developers on projects.
Process
With approval of the Option Agreement the RDA would not act on any other requests for
development projects during the six-month option period. During that time Akcess would have
the exclusive right to exercise the option and to pursue development projects in the Phase II
Area.
As noted in the Option Agreement, if during the option period Akcess decides to exercise the
option, Akcess and the RDA will work on the preparation of the Master Development
Agreement. There will be no need for the Master Development Agreement document to be
reviewed by the RDA Board and the Council if the Master Development Agreement incorporates
and is consistent with the provisions set forth in the Term Sheet document.
With the exercise of the option, and following execution of the Master Development Agreement,
Akcess will need to present specific project plans for each development site/ parcel to the RDA,
Plan Commission, and Common Council for review and approval before any site/parcel
conveyances occur.
The Term Sheet lists minimum project valuations that are to be achieved in the Phase II Area,
together with associated time frames when build out of project activities will need to occur, so
the City/RDA will have an assurance that sufficient tax increments are being generated to cover
debt service obligations for the RDA's 2006 bond issue, as well as for additional bond issues for
the riverwalk/park and seawall improvements to be developed in the nD #21 area.
The Term Sheet includes language on possible future Development Assistance Grants (DAG's)
in support of project activities, however, it is stated any such consideration would be based on a
case by case determination of need and an appropriate financial gap analysis, and based on the
availability of tax increments after the City/RDA's debt service obligations are met. Also, no
DAG's could be issued without the Council's review and approval of any such requests.
After exercising the option, Akcess will be required to demonstrate that progress is being made
toward initiation of project activities in accordance with the Schedule set forth in the Term Sheet,
or the agreement with Akcess may be terminated by the City/RDA. Also, no conveyance of
sites/parcels will occur until project initiation is assured for previously approved projects.
Project Report - Akcess Group
DRAFT
OPTION AGREEMENT TO LEASE/PURCHASE REAL ESTATE
The City of Oshkosh, Wisconsin ("City") and the Redevelopment Authority of the City
of Oshkosh ("RDN') (together "Sellers") in consideration of One and 00/100 ($1.00)
Dollar, the receipt of which is acknowledged, and of the mutual covenants and agreement
contained in this Option Agreement give to Akcess Acquisition Group, LLC (Buyer) and
its successors and assigns, the exclusive right and option, subject to the conditions set
forth herein, to lease from the City the certain real estate described in Exhibit A and
purchase from the RDA the certain real estate described in Exhibit B (collectively the
"Development SitesIParcels") located in Winnebago County, Wisconsin and owned by
the RDA. The acquisition by lease or purchase, should it occur, will be an acquisition of
the real estate, with any agreed improvements, all rights, easements, and appurtenances
belonging to the described real estate, which real estate contain thirteen acres, more or
less. Specific conditions of such lease or purchase, shall it occur, will be defined in a
Master Development Agreement as described in Paragraph 4 below the execution of
which is a condition precedent to Buyer's exercise of this option to lease or purchase the
Development Sites/Parcels.
TERMS AND CONDITIONS
1. Grant of Option. Sellers hereby grant to Buyer the option to lease or purchase as the
case may be the Development Sites/Parcels on the terms and conditions set forth
herein and in accordance with such further terms and conditions as may be set forth in
the Master Development Agreement described in Paragraph 4 below. Buyer may,
upon satisfaction of the conditions set forth herein and in the Master Development
Agreement, exercise the option for a period of time equal to 180 days following the
execution date of this Agreement by the delivery of written notice within the 180 day
time period to the Seller in care of Jackson Kinney, Director of Community
Development, City of Oshkosh, 215 Church Avenue, P.O. Box 1130, Oshkosh,
Wisconsin 54903-1130 by certified mail and/or by electronic mail of Buyer intent so
to exercise.
2. Expiration Date. The grant of option hereunder shall expire no later than 5 p.m.
(CDT) July 10,2007 ("Expiration Date"). In the event that the option is not exercised
by Buyer in the manner provided herein on or before the Expiration Date, then: (i)
this Option agreement and the option shall, without further action of either party,
automatically terminate and thereafter be null and void and of no further force and
effect and (ii) neither party shall have any further rights or obligations hereunder or
with respect to the option.
MADI_746071.1
Option Agreement
12/2112006
3. Pro~ress Report. Within 4 months from the date of execution of this Option
Agreement, Buyer will provide Seller with a Progress Report that discusses the
progress made in the formulation/development of projects and sets forth proposed
terms and conditions of the Master Development Agreement described in Paragraph 4
below. If the parties determine that sufficient progress is not being made by that .
point, the Option Agreement may be terminated by the mutual consent of the parties.
4. Master Development Agreement. During the Option Period the parties will develop a
Master Development Agreement for the real estate identified in Exhibits A and B
above. The Master Development Agreement shall be consistent with and incorporate
to the satisfaction of the parties to such Master Development Agreement the terms
and conditions set forth in Exhibit C attached hereto. During the ISO-day Option
Period the Buyer will conduct activities designed to refine a development plan for the
identified real estate. The culmination of such activities will result in the execution of
the Master Development Agreement between the Sellers and the Buyer prior to the
Expiration Date. The execution of a Master Development Agreement prior to the
Expiration Date is a condition precedent to Sellers right to exercise the option
hereunder and such Master Development Agreement shall set forth further terms and
conditions for the exercise of the option to lease or purchase, as the case may be, of
the Development SitesIParcels and future development of same.
5; Right of Entry. The Buyer may at all reasonable times during the term of the option
period and with Sellers prior consent (which consent shall not be unreasonably
withheld or delayed) have such access to the property to insure its ability to complete
investigations and feasibility studies necessary to determine how the property should
best be developed in accordance with the proposed terms and conditions of the
Master Development Agreement.
6. Remediation of Described Real Estate. It is acknowledged by the Sellers that the
property may contain certain contaminants that must be remediated prior to the ability
for the Buyer to develop said property. Such remediation contingency, if any, will be
a provision within the Master Development Agreement under which: (i) Sellers
financial responsibility, if any, for the Development SitesIParcels may continue
subsequent to the closing on Development Sites/Parcels; (ii) Sellers may be
responsible for all costs incurred by the Buyer or its agents in completing a Seller
approved remediation plan on the Development SitesIParcels, with such remediation
plan subjeCt to approval by the State of Wisconsin Department of Natural Resources;
and (iii), Buyer shall represent and warrant that its agents engaged in the remediation
process shall do so in an approved and workmanlike manner and subsequent to the
completion of such remediation Buyer shall hold the Seller harmless from any further
claims of contamination on the subject Development Sites/Parcels.
MADI_746071.1
Option Agreement
] 2/2112006
2
7. Preservation of Property. The Seller agrees that the property described shall remain
as it now is until closing on the Development Sites/Parcels and that the Seller will
prevent and refrain from any use of the Development Sites/Parcels for any purpose or
in any manner which would adversely affect the Buyer's intended use of the
Development Sites/Parcels. In the event of such actions, the Buyer may, without
liability, refuse to accept the conveyance of the Development Sites/Parcels, in which
event the consideration paid under this option shall be refunded, or the Buyer
alternatively may elect to accept conveyance of the Development Sites/Parcels or a
portion of it, in which case there may be an equitable adjustment of the purchase price
based on the change in circumstance.
8. Memorandum. The parties hereby agree that no memorandum or other record of this
Option Agreement shall be recorded against the property. In the event that this
Option Agreement shall expire or terminate and Buyer shall not have acquired the
property pursuant hereto, Buyer shall execute, acknowledge and deliver to Seller any
instrument reasonably requested by Seller indicating the termination of Buyer's rights
hereunder and with respect to the property.
9. Successors and Assigns. This Option Agreement may be assigned by Buyer to a third
party only upon the prior written approval of City and RDA and in accordance with
the terms and conditions of the Master Development Agreement.
10. Applicable Law. This Agreement and all amendments thereof shall be governed by
and construed in accordance with the laws of the State of Wisconsin applicable to
contracts made and to be perfonned therein. .
11. Commissions. Buyer and Seller each represent and warrant to one another that it has
dealt with no real estate broker or agent entitled to a commission in connection with
this transaction. In the event that this representation and warranty is breached, the
breaching party shall indemnify the non-breaching party from and against any claim
or liability for a brokers commission arising out of or in connection with the
breaching party's acts or omissions.
MADU46071.1
Option Agreement
12/2112006.
3
In witness whereof, the parties hereto have executed this Option Agreement as of the
_ day of ,2007.
MADIJ46071.1
Option Agreement
12/21/2006
CITY OF OSHKOSH
By:
City Manager
By:
City Clerk
REDEVELOPMENT AUTHORITY
OF THE CITY OF OSHKOSH
By:
Executive Director
By:
Chairman
AKCESS ACQUISITION GROUP, LLC
By:
Title:
4
/,/'/
..............~...~.....
.....'4':
\-
~
,.....,~J...
.+
~O
/<:~
/'//' "
/
" ./
"
\~\
,/
o
o
'l"
w
z~,. ~
;:
o
o
~
o
C/)
Cl
2:
<(
....JI
W,-
<( ,(V)
f-U)oes
-<(N
COI
-000
Io:::ro
><:::>~
LUa..<(
............
LU
U)
<(
LU
-..J
....,
u
. (1)
. .....
'0
...
a.
....,
c
(1)
E
C-
o
-
(1)
>
(1)
-c
(1)
0:::
(1)
~
c
(1)
>
<t
i:
cu
(1)
a.
-
"C
cu
o
0:::_
c-
o CD
.- C/)
... co
~a:
o
o
'l'
w
Z~0 0 as
0 Q)
N u..
;:
0
~
U)
Cl
2:
<I:
en _J .-...
I-W~
;:n _I CO
~<(Q)
J:CI)~
>< 1-' --
UJ UI
W
0:::
-
o
~
~ .'
. . ,1 .
'; \"'" .
',4-
.. ~~
j
/
......./.
q/
: ,";l .
/'\.,
+01
C
Cl>
E
0-
o
a;
>
Cl>
"'C
Cl>
~
Cl>
:;j
C
Cl>
>
<(
,/
t'...../...
. ,,+
~\J
,-
,(
// ''I...." //
/ "
,'/ .......,/ .
/ .
1:
ctl
Cl>
a.
-
"'C
ctl
o
~-
-
c: CD
.2 (J)
l... co
ctlJ::
~o.:
\r/",\
,/
DRAFT
TERM SHEET FOR MASTER DEVELOPMENT AGREEMENT
BY AND AMONG
CITY OF OSHKOSH REDEVELOPMENT AUTHORITY, CITY OF OSHKOSH,
WISCONSIN AND
AKCESS ACQUISITION GROUP LLC .
MARIAN ROAD/PEARL A VENUE REDEVELOPMENT PHASE II AREA
1. Project
A. Development Sites/Parcels - See attached Exhibits A and B (boundaries of such
parcels maybe adjusted to confonn with intended Development)
B. Development Approach/Projects-
1. Akcess Proposal. As set forth in the proposal submitted by Akcess
Acquisition Group on October 11, 2006, Akcess will serve as Master
Developer for Marion RoadlPearl Avenue Redevelopment Phase II Area
(as shown on attached Exhibits A and B).
2. Akcess will pursue projects of the nature and type as generally described
in the October 11, 2006 proposal and such projects will be submitted by
Akcess andsuh-developer parties for review and approval by the RDA
and City. The review and approval process will be undertaken through the
submittal of Conditional Use Permit/Development Review requests.
Projects will be considered for approval that are deemed to best achieve
the goals and objectives for the Phase II Area, as reflected in the adopted
Redevelopment Plan for the Area,
3. Marina Project. City and RDA shall make best efforts to facilitate the
development of a Marina Proj ect.
C. Public Improvements and Activities
1.
Riverwalk improvements. To be developed in 30-foot wide strip adjacent
to river in accordance with city design guidelines and schedule within
Master Development Agreement.
2.
Seawall improvements. To be developed in accordance with City design
guidelines and schedule within Master Development Agreement.
J.
Streets/sidewalks/common spaces/fixtures and improvements. Need for
and locations to be determined and set forth in Development Agreement.
MADI 586911.2
MADC7461 05.2
1/3/07
4. Landscape Buffer/West Side of Mercury Marine Plant 24 Property.
D. Schedule of Development - Negotiation of Development commencement dates
which will result in the following Development:
1. By no later than December 31,2008, complete Development with a
minimum incremental value of not less than $20,650,000.
2. By no later than December 31,2009, complete additional Developmerit
with a minimum value of not less than $5,350,000.
3. By no later than December 31, 2010, complete additional Development
with a minimum value of not less than $5,400,000.
E. Guarantees of Project Development and Valuations - Ass,urances of Project
Completion
II. City/RDA Undertakings Prior to Closing of Development Sites/Parcels
A. Not less than 30 days prior to closing, prepare documents necessary for the
construction ofpublic improvements to serve the intended Development.
B. Review and, if acceptable, approve all private development plans, related zoning
and approvals necessary for the undertaking of Development Projects.
1. RDA review and approval of Development Plan by Development
Site/Parcel.
2. Plan Commission and Common Council to provide Zoning Ordinance
approval by review and action on Conditional Use Permit/Development
Review request.
C. Approve all documents of conveyance by deed or lease of Development
Site/Parcel to Developer
III. Developer Undertakings Prior to Closing on Development Sites/Parcels
A. Prepare Development Plan and submit for City/RDA review and approval,
including all required zoning.
B. Prepare Development budget and schedule for construction for RDA approval.
Development budget to show that minimum project valuations will be achieved
for Development Area/Sub Area.
C. Prepare and provide evidence of plans and specifications for Development
Site/Parcel.
D. Prepare and provide evidence of construction contract for Development
Site/Parcel.
2
MAD I 586911.2
MADe7 46105.2
E. Secure and provide evidence of construction and permanent financing and equity
necessary to complete project on approved Development Site/Parcel.
F.Secure all permits and approvals necessary for Development Site/Parcel.
G. Commit to minimum project valuation as set forth for Development Area/Sub
Area.
H. All of the above in form and substance satisfactory to City.
IV. Closing Activities
A. At Closing Developer will:
1. Close financing for Development Site/Parcel.
2. Execute construction contract for DevelopmentSite/Parcel or provide
assurance to the satisfaction of City/RD A of the existence of a binding
contract for the construction of the Development.
3. Deliver appropriate representations and warranties.
B. At Closing CitylRDA will:
1. Convey by lease or deed the Development Site/Parcel.
2. For lease to pur.chase Development Sites/Parcels, the lease amount will be
equal to the debt service on the City/RDA project debt service obligations
for the 2006 Lease Revenue Bond Issue and the anticipated borrowings for
riverwalk, park area, and sea wall improvements in the Phase II Area, less
'the credit for tax increment generated from the project. When City/RDA
debt service obligations have been paid in full, lease sites/parcels may be
conveyed to Developer for $1.
3. For direct sale Sites/Parcels, conveyance will be by payment of $1.
V. Environmental Remediation
. VI. Development Assistance Grants
A. City/RDA may consider issuance of Development Assistance Grants in the fonn
of TIF Revenue Bonds in support of project activities, based on a case by case
determination of need and an appropriate financial gap analysis, and based on the
availability of tax increments after City/RDA's debt service obligations are met.
1. TIF Revenue Bond Process
. a. City issues TIF Revenue Bond ("TIF Bond").
3.
MADI 586911.2
MADC7461 05.2
b. TIF Bond delivered to Developer at closing.
c. Annual payments to Developer as set forth in TIF Bond.
d. Payments subject to:
(i) Receipt of tax increment from Development
(ii) Annual appropriation by City Council.
(iii) Subordination of payment to application of tax increment to
debt service on public improvements/activities/acquisitions,
and City recovery of costs and expenses.
(iv) Not in default under agreement.
e. TIF Bond will bear interest at a rate to be determined, based on
negotiations associated with the CityIRDA's consideration of
requests for a Development Assistance Grant.
VII. Limitation on Conveyance
A. No tax exempt entities.
B. Prior consent of CityIRDA.
MADI_586911.2
MADI_7461 05.2
1. Representations and warranties.
M. Termination - survival of certain provisions.
N. Severability.
O. Additional miscellaneous provisions.
5
;;
"-,
/
/
~//,.
,.//'
"
"'/\
//
o
o
"
UI
z~;n
;:
U)
C)
-JII
L_
<(
_J
-.
UJ C"0
<(U)~
I- ~~ C\J
en J_ en
- () CO
I Q~ Q)
>< -) '-
w-<(
0_ ___
UJ
U)
<(
UJ
_J
.....,
c::
(1)
E
C-
o
-
(1)
>
(1)
"C
(1)
0::
(1)
;j
c::
(1)
>
<C
1:
ctJ
(1)
a.
-
"C
ctJ
o
0::_
-
c:: CD
o C/)
'i: Ci:l
ctJ..t:::
~Q.
/,,/
r
"
"/,,,
,/
//
)
,/
/
./
/ .I
/'\ /
// . \\\, /
/ \""'y./
/
/
w
z~w
;::
o
o
'l:
(j)
()
Z
<(
CO_J..........
f- UJ ~
CO _J CO
-<(~
ICI)<(
>< 1-- ---
W ()
UJ
~
--
o
.....
c:
Q)
E
a.
o
-
Q)
>
Q)
"C
Q)
0:::
Q)
::s
c:
Q)
>
<(
1:
C'Cl
Q)
a..
-
"C
C'Cl
o
0:::_
-
t: CI.>
o CI)
.~ cu
C'Cl..r:::
~Q
City of Oshkosh
T/.' r "h;., '. W" i- /-... .t. ,'"' ,,' ..' :.cfj:~'.,. i.,' .t'"
, J ,e..."~, ,'" a.., ; e""..F: " r. o. ,n. , ,
_v>.,"~_ ,~....:~. ~".~. '_"'>ll~'" .t "t ~, ~.. "~"",,.~~,,~/.,<_..!.... ~..."~,., ~"__:... . _.,,";\"'/ ..,_.~ .,,"~~. '.,,'..
Marion Road Redevelopment Project
1\
i\
i~
\
"j /~
; ( \
j ! I
i i ;
I I / ~
1 (( I "'---
L-, I / , ~
r--~ ( \
. ~ --'-' .. ...'. . .
~~_._~_n':~.__n<_"~_._."_" _. __ _ ___~.__.~.____.. _ _____~
~~I..l:J
CONSTRUCTION
.AKCESS l
ACQUISITION GROUP! GlEl\.OKEE
Investment Partners.
"
',-
-',
",
~\"1
*
,.t..
j?3lj~~.
.,~t:v'-
......tl:.>..
"-
"', -"-
~ ""'. ',..... '
! ............'-J
It 1/'>:--._,
. ,.,,>'(,-:
I -',J-i
! /^'-..') <.
l( ;1//
I ""../
",'
"
I "" "'" /;
. , .....
I /,0". .~
I c- '.,'
I IG....x
I ~ I
ill.?
1_3 q
I c
I -
1/:0-. /1
I'\V}";,
l/~&i~
/(?kw
/ r,'o:{;-"C:
11~-<f-'
::: ~::t_
r= -~ 2;:'i
~:::!"
I F~:
11\~ll:;j;,;
iH'-i
II ....~.~
II
1\
_L...__..
F=- ,.;:.., , lEi" ;,.;..,,\ 'T ' ,--'"
"'-:..i( "JI /". """,. I;' .J "..
~/\j': Hi-( \1 i L.JL!I::.
~,...;.~.;,...:-:,\; . <:"i:I~"'~-;:I'<.~ -:'O:"<,,.:'fl1"'::""PO, ~\~e~
October 11,2006
The City of Oshkosh Department of Community Development
The City of Oshkosh Redevelopment Authol1.ty
215 Church Avenue
Oshkosh, WI 54901
RE: Marion Road Redevelopment Project - Phase II
Dear Board Members:
The Akcess Acquisition Group, together with Cherokee Investment Partners (collectively, the
"Master Developers"), is pleased to submit this Proposal for the remediation and redevelopment of
Phase II of the Marion Road site (which we have renamed "The Waterfront") in Oshkosh,
Wisconsin. We look forward to your partnership in our cooperative efforts to rebuild and revitalize a
portion of the Fox River Corridor in Oshkosh.
Our proposal is based upon the development of a "master plan" that emphasizes the design
traditions of the local neighborhood and includes a mixed-use development with residential units,
commercial units, retail, entertainment and recreational facilities. By approaching the project in a
holistic manner, we will ensure that the design and transportation elements of the three Development
Areas will be interwoven so that, together, they create a comprehensive vision for the entire
Waterfront. Our team does not see numerous distinct projects; rather, we see the opportunity to
create a harmonious sense of place where the entire project will project and feel much larger than
simply the sum of its parts.
Waterfront views and easy access to the waterside for recreation and relaxation are eagerly sought
amenities in cities evetywhere. Oshkosh is fortunate to be located along the irreplaceable natural
resources of the Fox River and Lake Winnebago but undeveloped waterfront, derelict buildings, arid
unevenly distributed waterfront access opportunities has left many of the city's communities -with
little or no connection to the water's edge. In addition to the creation of great shopping, restaurants,
housing, a downtown full service grocery store, and nightlife, one of the overriding principles of the
'Waterfront" plan is to reestablish the public's connection to the waterfront by creating
opportunities for visual, physical and recreational access. New waterfront public access, including a
marina, a park and a fishing pier, will be created at the Marion Road site as a result of redevelopment.
Cherokee Investment Partners and the Akcess Acquisition Group are excited at the opportunity to
work with the City of Oshkosh and local developers to design, build, own and operate a first class,
mixed-use project in Oshkosh. We are confident that, through local input, we represent the best
solution to coordinate the completion of an economically feasible, cutting edge urban plan that will
be designed to offer a rare combination of market rate housing, upscale amenities and entertainment
in a pedestrian-friendly, urban location. The Waterfront Plan, wheregroundbreaking for Phase I is
expected to begin inmid-2007, will help revitalize a part of Oshkosh's waterfront and bring a new
level of convenience and enjoyment to both locals and visitors alike.
QlEROKEE
Investment Partners
4275 Executive Square, Suite430; La Jolla, CA 920371858.550.1901 [Tel] /858.550.0119 [Fax]
In our estimation, the challenge ahead is to set a realistic course of action that \Vill strengthen the
local economy and enhance livability while integrating new architecture with the existing spirit of the
area. We are confident that our Waterfront Plan provides the solution this challenge. Please review
the background informacion regarding our companies, the timeline for the initial phases of the
Redevelopment Project and our vision of the Project. On behalf of Akcess and Cherokee, thank you
for allowing us to present this information to you. We are committed to working with The City of
Oshkosh to make the Waterfront Plan a reality.
Yours Very Truly,
Tommy G. Thompson
President, Akcess Acquisition Group
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371858.550,1901 [Tel] /858.550.0119 [Fax]
CHEROKEE INVESTMENT PARTNERS - COMPANY INFORMATION AND
TEAM MEMBERS
Executive Team
. Tom Darden, CEO
· John Mazzarino, Managing Director
. Bret Batchfelder, Managing Director
Cherokee Investment Partners is the largest firm in the world specializing in the acqulsltlOn,
remediation and sustainable redevelopment of real estate where expansion or redevelopment is
complicated by real or perceived environmental contamination. Since 1990, they have acquired over
520 properties while protecting sellers, future owners and communities from the risks and liabilities
associated with environmental impairment. Cherokee currently retains over $1.5 billion of assets
under management and invest in properties throughout North America and Western Europe.
Cherokee has engaged Akcess Acquisition Group and its affiliate entities to work with it in sourcing
qualified properties in certain new markets, including South America, Japan, Eastern Europe, and
Russia. For additional information regarding Cherokee Investment Partners, please visit their
web site at \.v"',,",,'.cherokeefund.com.
AKCESS ACQUISITION GROUP - COMPANY INFORMATION AND TEAM
MEMBERS
Akcess Acquisition Group is a wholly owned subsidiary of the .A..kcess Pacific Group, a California
based holding company that owns a diversified portfolio of businesses including patented consumer
products, cosmetics, healthcare, telecommunications and real estate. Together -with its affiliated real
estate investment fund, Cherokee Investment Partners, the Akcess Group has acquired and controls
over $2 Billion of assets.
Executive Team
· Joseph D. Pike, Chairman
. Tommy G. Thompson, President
. Tim Rikkers, Executive Vice President
. Frederick T. Rikkers, Vice President and General Counsel
Here is a brief summary of current Akcess Pacific Group holdings:
TELECOM
In the field of telecommunications, Akcess controls over $500 million of wireless technology
including wireless technology developed for the U.S. military by Northrop Grumman, as
well as integrated systems technologies from BelTrorucs Labs, VYYO, and Triton Network
Systems. We have OEM status with Siemens and United Global Com.
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371858.550.1901 [Tel] / 858.550.0119 [Fax]
INSTEAD, INC.
Instead, Inc. (\\'V;'W.softcup.com) is a women's reproductive health care company. Instead
owns worldwide li.ghts to Amphora and BufferGel, ('i.vww.amphorage1.com) microbicidal
products designed to provide safe,effective and affordable woman-controlled contraception
and protection from sexually transmitted infections (STI's), including HN, herpes, and
others.
COSMEDERM TECHNOLOGIES USA
Cosmederm Technologies (http://www.cosmedenn.com) sells the world's leading glycolic
acid peels and lactic acid homecare. We stand-alone in the cosmetic market with our
patented anti-irritant technology, COSMEDERM-7™. Cosmederm also licenses this
technology to firms seeking to use it in other applications. .
C.D. SMITH CONSTRUCTION COMPANY - COMPANY INFORMATION
AND TEAM MEMBERS
Executive Team
· Tom 'Baker, CEO
· GalY Smith, President
· Mike Krolczyk, Project Manager
In the past 20 years, CD. Smith has become Wisconsin's strongest general contractor. Today, CD.
Smith's annual revenue exceeds $190 million.
CD. Smith is very familiar with the Marion Road Redevelopment project and to date has performed
significant due diligence on the site. They have committed to providing pre-construction services to
Akcess and Cherokee and look forward to working with various developers to help build the
Waterfront. For additional information regarding CD. Smith, please visit their website at
\v\vw.cdsmith.net.
SOMERVILLE ARCHITECTS - COMPANY INFORMATION AND TEAM
MEMBERS
Executive Team
· Jack W. Somelville, President
· Matthew J. Schachtner, Project Architect
Somerville is the largest provider of integrated architectural, engineering, and construction services in
Northeast Wisconsin. Their staff includes registered professionals in all architectural and engineering
disciplines, allowing Somerville to provide a comprehensive-and unparalleled-range of services.
Since 1946 they have completed more than 6,000 projects, including the design of Lambeau Field.
CHER.OKEE
Investment Partners
4275 Executive Square, Suite 430; LaJolla, CA 920371858.550.1901 [Tel] /858,550.0119 [Fax]
PROPOSED USE AND CONCEPT DESIGN (WORK IN PROGRESS)
The Water.&ont
While our team is confident that the Marion Road site will support a mixed-use project, we believe it
would be irresponsible to submit a concept design without the benefit of further market study.
However, we are prepared to state that the underlying spirit of the Waterfront will be one where:
. Oshkosh's needs for new, attractive and affordable housing are met;
. "-\ downtown, full service groce!}' store, is developed for use by downtown residents,
employees and students;
. Parking is safe, convenient and abundant;
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371858.550.1901 [Tel] / 858.550.0119 [Fax]
· Jobs for people of diverse income levels are satisfied in convenient and safe
surroundings;
· Tourists, locals and students will find an attractive mixture of shopping, eating and
entertainment venues;
· Parks and open spaces with a lively miX of activities are within easy reach of
communities throughout the city;
· Natural habitats are restored and well cared for; and
· Panoramic water views of great beauty are preserved or created and particular
attention is paid to integrating the Waterfront with the City's creation of the
Riverwalk Plan.
The Waterfront Plan will balance these competing interests by recogn1Zmg the importance of
environmental values and by identifying new opportunities for expanding public use of the
waterfront and for increasing its economic value.
CBEROKEE
Investment Partners
4275 Executive Square, Suite430;La Jolla, CA 920371858.550,1901 [Tel] / 858.550.0119 [Fax]
BUDGET AND FINANCING
Cleaning up and returning brown field sites to productive use is a challenge. Cherokee and Akcess
are made up of a diverse group of professionals, including financial analysts, real estate managers,
environmental engineers, lawyers, architects, designers and urban planners who contribute to the
ability to make sound investments, manage risk and incOl-porate best practices in the complicated
process of environmental remediation and sustainable design. Our companies and partners are
familiar \.Vith the costs and risks associated \.Vith redevelopment projects and, perhaps more
importandy, our team members are experts in working with municipalities to structure financing that
meets d1e expectations and concerns of our investors and the communities where we conduct
business.
We are aware of available Tax Incremental Financing Support for the Waterfront and, as part of the
initial phases 'of our Due Diligence Period (as hereinafter defmed) we look forward to engaging in
meaningful discussions with the City of Oshkosh to determine how best to provide financial
assistance for the remediation, infrastructure and development of the Waterfront. Irrespective of the
final structure of any possible City Developer assistance, we are confident that the Waterfront Plan
would not rely upon any issuance of Lease Revenue Bonds for support.
QfER.OKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371858.550.1901 [Tel] J 858.550.0119 [Fax]
TERMS AND CONDITIONS FOR THE IMPLEMENTATION OF THE
WATERFRONT PLAN
October 11, 2006
The City of Oshkosh Department of Community Development
The City of Oshkosh Redevelopment Authority
215 Church Avenue
Oshkosh, WI 54901
RE: Offer to Purchase and Commitment to Redevelop the Marion Road Redevelopment
Project - Phase II, Oshkosh, Wisconsin
Dear Board Members:
Please allow this letter to serve as an indication that the Akcess Acquisition Group, LLC and
Cherokee Investment Partners, their successors and assigns ("Buyer"), has interest in acquiring the
approximate 13.33 acres of developable land commonly known as the Marion Road/Pearl Avenue
Redevelopment Area in Oshkosh, Wisconsin. The follO\ving are the general terms and conditions
under which the Buyer proposes to purchase the Property. Upon acceptance of these terms and
conditions by the Seller, a formal Development Agreement ("Agreement") will be drafted by the
Buyer within fifteen (15) business days and submitted for mutual review and approval by the parties.
Said ~\greement will:
· Incorporate the terms and conditions contained herein as well as any other terms and
conditions that may be mutually agreed upon by the parties;
· Provide for complete and exclusive access to the Property for Buyer, Buyer's agents or
vendors as they perform any and all investigative or feasibility studies;
· More completely define the City of Oshkosh's financial contributions toward the
remediation and redevelopment of the Property;
· More completely define the scope of the project and assign a minimum project value;
· Provide a tiroeline for the construction processes of the Property; and
· Include a mechanism for amending the Agreement as may become necessary to
accommodate changes in the Waterfront Plan or to provide for the transfer of some or all of
the Property to Sub-Developers who may be interested in completing, owning and operating
a portion(s) of the Property.
TERMS AND CONDITIONS
SELLER:
Legal entity to be provided by Seller.
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371 858.550.1901 [Tel] / 858.550.0119 [Fax}
PURCHASE PRICE:
One Dollar ($1.00).
SITE CONDITION & INFORMATION:
At Seller's earliest convenience, Seller shaJl provide to Buyer aJl available information currendy in
their possession relating to the Property which may include, but need not necessarily be limited to:
. Recent ALTA survey,
· Geotechnical and seismic, reports
. Environmental reports
. Architectural, mechanical, electrical, plumbing and stmcrural building plans
.-\dditionally, Seller shaJl provide Buyer with copies of aJl agreements with governmental
authorities, easements or other agreements that may affect or encumber the Property before or
after a closing.
BUYER'S DUE DILIGENCE PERIOD:
Upon full execution of the Agreement, Buyer shaJl have One Hundred and Eighty (180) days
("Contingency Period") to determine, in its sol€ discretion, whether to proceed with its purchase of
the Property. Buyer, in Buyer's sole discretion may terminate the Agreement during the Due
Diligence Period if, despite good faith efforts, Buyer is unable to obtain or confirm the satisfactory
nature of the following:
. Buyer's physical inspection of the Property;
. Buyer's feasibility studies of the. Property; and
. Analysis of soil tests, environmental assessments or other tests and investigations as are
consistent with its Buyer's interest hereunder.
REPRESENTATIONS & WARRANTIES:
Buyer acknowledges the following:
. The Property contains some level of hazardous waste and recognizes that (a) Seller is
prepared to make funds available to Buyer to cover the cost of remediation of said waste and
(b) Buyer will be responsible for the remediation of said waste;
. The Seller is prepared to enter into discussions with the Buyer as it relates to possible public
assistance for the redevelopment of the Project;
. Time is of the essence regarding the redevelopment of the Property and, during the Due
Diligence Period, Buyer will commit to using good faith efforts to meet its milestones, as
hereinafter defmed;
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371858.550.1901 [Tel] / 858.550.0119 [Fax]
Seller acknowledges the following:
· Seller shall deliver the Property with standard representations and warranties, including the
lack of any encumbrances on the Property (at the time of closing), existing or threatened law
suits, and notification regarding potential condemnation or other actions that would affect
the Property;
· Buyer intends to enter into an Agreement where the Seller and the City of Oshkosh are both
able and willing to act as a proponent of the redevelopment of the Property. At a minimum,
Buyer requires cooperation, consideration and expedited processing of any and all requests
related to the Property;
· Provided Buyer is acting in the role of a master developer, Buyer may enter into discussions
with a third party ("sub developer") for the sale of some or all of the Property;
· Seller intends to complete the Riverwalk Plan as is contemplated by the Cityof Oshkosh
publication dated November, 2005.
BUYER'S MILESTONES
Buyer intends to split the Due Diligence Period into three phases and is prepared to provide Seller
with regular reports regarding progress at every phase. Buyer contemplates the acquisition of the
Property according to the following schedule with corresponding milestones:
Period One (Days 1 - 60):
· Commence environmental due diligence;
· Estimation of total development costs;
· Meet with University, Health Care and other Civic and Business leaders in
and around the community to determine the requirements of the City;
· Assemble list of likely sub-developers for the various Development Areas;
· Coordinate with local real est~te agents regarding the existing and expected
state (and velocity) of the residential multi-family I senior housing
marketplace;
· Interview commercial real estate brokerage firms that specialize in retail
leasing relative to both the proposed grocery store' and . the restaurant I
shopping components of the Property; .
· Interview general contractors ~egarding the proposed redevelopment plans,
especially as it relates to the public portion of the Property and the parking
garage;
· Development of Initial Development Schedule; and
· Coordinate with City Planners regarding the Riverwalk;
Period Two (Days 61 -120):
· Final engineering and architectural decisions;
· Land use decisions;
· Finishes and green space (to coordinate with Riverwalk wherever possible);
· Negotiations with Sub-Developers;
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371 858.550.1901 [Tel] / 858.550.0119 [Fax]
Period Three (Days 121 -180):
· Completion of the Waterfront Plan;
· Completion of Development Schedule;
· Binding contracts with sub-developers;
· Planning Commission and City Council...I..pproval; and
· Land Acquisition
BUYER'S RESPONSIBILITIES POST ACQUISTION:
Buyer will be responsible for the implementation of the City of Oshkosh approved and supported
Waterfront Plan, which plan shall cause for the cleaning up of pollution and the return of the
Property to full productive use that will benefit the residents and visitors of Oshkosh.
SELLER AND BUYER ACKNOWL:eDGE THAT THIS IS NOT A FORMAL PURCHASE
CONTRACT AND THAT IT IS INTENDED ONLY TO BE USED AS THE BASIS TO PREPARE A
FORMAL PURCHASE CONTRACT FOR THE PARTIES CONSIDERATION AND
EXECUTION. ONLY A FULLY EXECUTED PURCHASE CONTRACT WILL CONSTITUTE A
BINDING AGREEMENT FOR THE PROPERTY. THE FINAL DOCUMENT WILL
INCORPORATE THE PROVISIONS CONTAINED IN THIS PROPOSAL AND ANY OTHER
PROVISIONS UPON WHICH THE SELLER AND BUYER MAY MUTUALLY AGREE.
Sincerely,
~~~
Tim Rikkers
Executive Vice President, Akcess Acquisition Group
AGREED TO AND ACCEPTED THIS
DAY OF , 2006.
SELLER
(Sign)
By (print)
Title:
GIEROKEE
Investment Partners
4275 Executive Square, Suite 430; La Jolla, CA 920371 858.550.1901 [Tel] / 858.550.0119 [Fax]