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HomeMy WebLinkAbout07-86 MARCH 27, 2007 MARCH 13, 2007 07 -86 RECONSIDER RESOLUTION (CARRIED LOST 2-5 LAID OVER WITHDRAWN PURPOSE: APPROVE DEVELOPER AGREEMENT TERMS I HAZEL STREET INITIATED BY: DEPARTMENT OF COMMUNITY DEVELOPMENT BE IT RESOLVED by the Common Council of the City of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 appropriate Developer Agreements with Community Retirement Living (CRL) or its assigns to undertake development of age restricted independent living units, assisted living units, commercial development and future twindomium units, and associated amenities, on the former Mercy Medical Hospital site on Hazel Street, with substantially the same terms as attached hereto, and to carry out all actions necessary to implement the City's obligations under the Developer Agreement. TERM SHEET FOR DEVELOPMENT OF THE MERCY HOSPITAL SITE March 8, 2007 Gitchi Gurnee, LLC ("Original Developer") and the City of Oshkosh ("City") entered into a Development Agreement dated March 26, 2003 (the "Original Development Agreement"), under the terms of which the Original Developer was to build market rate apartments, offices, and elderly housing on what is commonly known as the Mercy Hospital property, shown on the Site Plan attached to this Term Sheet as Exhibit A (the land outlined on Exhibit A being referred to in this Term Sheet as the "Original Development Site"). The Original Developer completed the market rate apartments and doctors' offices but has been unable to complete the rest of the original project. A new developer, CRL, LLC has approached the City and asked that the City enter into negotiations for the development of most of the Original Development Site. ERA Family, LLC holds the majority interest in CRL, LLC and Dan Anbar is the managing member of ERA Family, LLC. CRL, LLC or its assigns would enter into an Amended Development Agreement (the "Amended Development Agreement") with the City with respect to the market rate apartments and doctors' offices constructed on the Original Development Site and certain other property located south of Parkway Avenue, all as shown on Exhibit B attached hereto (the "Market Rate Apartments/Longfellow School Development Site"). Under the terms of the Amended Development Agreement, CRL, LLC orits assigns would assurne the liabilities and obligations of the Original Developer under the Original Development Agreement. CRL, LLC or its assigns would own the Market Rate Apartments/Longfellow School Development Site. CRL, LLC or its assign-s would enter into a second development agreement with the City (the "Development Agreement") with respect to the construction of elderly housing on the land shown on Exhibit C attached hereto (the "Elderly Housing Development Site"). CRL, LLC intends that a second entity, QBMKE\6048504.ll expected to be a real estate investment trust (the "REIT"), would purchase the Elderly Housing Development Site and CRL, LLC or its assigns would enter into an operating lease with the REIT under the terms of which CRL, LLC or its assigns would operate the elderly housing facilitiy. If a REIT purchases the Elderly Housing Development Site, then the REIT would assume the liabilities and obligations of CRL, LLC and its assigns under the Development Agreement, CRL , LLC and ilts assigns would not be released from their liabilities and obligations under the Development Agreement, and the REIT and CRL, LLC and its assigns would be jointly and severally liable for performance of all terms and conditions ofthe Development Agreement. This Term Sheet sets forth the general terms on which the parties will proceed to negotiate the Amended Development Agreement for the Market Rate Apartments/Longfellow School Development Site and the new Development Agreement for the Elderly Housing Development Site. Part I of this Term Sheet discusses the Amended Development Agreement between CRL, LLC-and its assigns and the City with respect to the Market Rate Apartments/Longfellow School Development Site. Part II of this Term Sheet discusses the Development Agreement for the Elderly Housing Development Site. Part I: Amended Development Agreement for Market Rate Apartments/LongfeIIow School Development Site A. Project I. Development Site: 34 market rate apartments and doctors' offices located on the land shown on Exhibit B to this Term Sheet (referred to in this Term Sheet as the "Market Rate Apartments/Longfellow School Development Site"). 2. Development/Project Scope: The development of the market rate apartments and doctors' offices has been completed. B. City Responsibilities. None. c. CRL, LLC and CRL 1/2 Responsibilities QBMKE\6048504.11 -2- QBMKE\6048504.11 I. CRL, LLC will form two entities, one of which will acquire the Market Rate Apartments and the second of which will acquire the Longfellow School site. ERA Family, LLC will own the majority interest in each of the two entities and Dan Anbar shall be the managing member of ERA Family, LLC. The entity which owns the Market Rate Apartments will be referred to herein as CRL-I and the entity which owns the Longfellow School site will be referred to herein as CRL-2. CRL-I and CRL-2 are herein collectively referred to as "CRL 1/2". Organize investors to commit equity (it being understood that CRL 1/2 are responsible for providing 100% of the capital needed for the acquisition of the Market Rate Apartments/Longfellow School Development Site). Obtain and close on financing commitments for the acquisition of the Market 2. 3. 4. Rate Apartments/Longfellow School Development Site. Develop plans for leasing and management of the Market Rate Apartments/Longfellow School Development Site. Provide financial statements for CRL, LLC, CRL-I, CRL-2 and the guarantors of CRL's, CRL-l 's and CRL-2's obligations. Divide the Market Rate Apartments/Longfellow School Development Site from the balance of the Original Development Site in accordance with applicable laws and ordinances, so that the Market Rate Apartments/Longfellow School Development Site are one or more distinct parcels of real estate, including no other land within the boundaries of the distinct parcels. In the alternative, if acceptable to the City, create a condominium with respect to the Market Rate Apartments/Longfellow 5. 6. -3- School Site and the balance of the Original Development Site, in such a manner that the Market Rate Apartments/Longfellow School Development Site are one or more distinct parcels of real estate, including no other land within the boundaries of the distinct parcels. 7. Assume all liabilities and obligations of the Developer under the Original Development Agreement with respect to the Market Rate Apartments/Longfellow School Development Site, including the obligation to reimburse the City for its $800,000 contribution to the Market Rate Apartments/Longfellow School Development Site through the payment of the Minimum Real Estate Tax Payments (as that term is defined in the Original Development Agreement). CRL, CRL-l and CRL-2 will not be required to assurne the obligations of the Original Developer with respect to any other parts of the Original Development Site. 8. Simultaneously with the closing of the acquisition by CRL or CRL 1/2 of the Market Rate Apartments, Longfellow School Development Site, make any payments needed to become current on the Minimurn Real Estate Tax Payments due under the Original Development Agreement. It is understood that CRL 1/2 will receive credit against its Minimurn Real Estate Tax Payment due each year only that tax increment actually received by the City from CRL 1/2 in connection with the Market Rate Apartments/Longfellow School Development Site. D. Security 1. CRL and/or CRL-l will deliver to City a mortgage on the Market Rate Apartments and CRL and/or CRL-2 will deliver a mortgage on the QBMKE\6048504.11 -4- Longfellow School site to secure the obligations assumed by CRL, CRL-I and CRL-2 under the Original Development Agreement, including the obligation to reimburse the City for its $800,000 contribution to the Market Rate Apartments/Longfellow School Development Site through the payment of the Minimum Real Estate Tax Payments. The mortgage on the Market Rate Apartments can be subordinate to one or more mortgage loan(s) on the Market Rate Apartments as long as the loan to value ratio is not greater than a percentage to be determined in the Development Agreement and as long as the other te:rIIl;s of the subordination are acceptable to the City, to the extent the proceeds of the mortgage loan(s) were used for acquisition of the Market Rate Apartments. The mortgage on the Longfellow School site can be subordinate to one or more mortgage loan(s) on the Longfellow School site as long as the loan to value ratio is not greater than a percentage to be determined in the Development Agreement and as long as the other terms of the subordination are acceptable to the City, to the extent the proceeds of the loan were used for acquisition and development of the Longfellow School site. 2. CRL, CRL-l and CRL-2 and their principals (as determined by the City) will deliver a guaranty to the City of the. obligations of CRL, CRL-l and CRL-2 under the Amended Development Agreement, including a guaranty of payment ofthe City's $800,000 contribution, to be made by CRL, CRL-l and CRL-2 and their principals through the Minimurn Real Estate Tax Payments. 3. CRL, CRL-l and CRL-2 or their principals shall deliver an unconditional, irrevocable letter of credit to the City, as beneficiary, in a stated amount of QBMKE\6048504.11 -5- $100,000.00. The City shall be permitted to draw on the letter of credit in the event of a default under the Amended Development Agreement or in the event the expiration date of the letter of credit is not extended. In the event the City draws on the letter of credit as a result of a default under the Development Agreement (or in the event the City uses any of the cash held in an escrow account resulting from the failure to extend the expiration date of the letter of credit), CRL, CRL-l and CRL-2 shall replenish the amount so drawn or disbursed from the escrow account, it being understood that at no time shall the stated amount of the letter of credit (or cash held in escrow) be less than $100,000.00. CRL, CRL-l and CRL-2 shall not be permitted to place a mortgage, lien or encurnbrance on the Market Rate Apartments/Longfellow School Site or the improvements thereon to secure any reimbursement obligations of CRL, CRL-l, CRL-2 or their principals with respect to the letter of credit. 4. The City agrees that it shall be restricted in the exercise of its rights with respect to the collateral described in paragraphs D. 1,2, and 3 to the following order: the City will first draw upon the letter of credit; if there are no amounts remaining to be drawn on the letter of credit, then the City shall have the right to foreclose on either or both of its mortgages; and following a sale of the Market Rate Apartments/Longfellow Development Site, the City shall have the right to seek payment of any remaining deficiency judgment. from any of the guarantors. E. Indemnity 1. Mutual indemnities. QBMKE\6048504.11 -6- F. Insurance 1. CRL, CRL-I and CRL-2 agree that they will insure the Market Rate Apartments/Longfellow School Development Site and the improvements thereon for such risks and in such amounts as is customary for similar projects. _ G. RepresentationslWarranties/Covenants 1. CRL, CRL-l and CRL-2 will make certain representations, warranties and covenants to and with the City as determined by the City. 2. There will be limitations on the ability ofCRL, CRL-l and CRL-2 to incur debt, to transfer or lease the Market Rate Apartments/Longfellow School Development Site, and to place mortgages, liens and encurnbrances on the Market Rate Apartments/Longfellow School Development Site, other than the mortgage loans, if any, usedJor acquisition of the Market Rate Apartments and the acquisition of and construction on the Longfellow School site as described in this Part I, paragraph D.l above. H. Damage/Destruction 1. CRL, CRL-l and CRL-2 will not be relieved of their respective liabilities under the Amended Development Agreement in the event of fire, damage or any other casualty, including its obligation to make all payments as required by the Amended Development Agreement. I., MisceIIaneous 1. CRL, CRL-l and CRL-2 will pay all costs and expenses incurred by the City in connection with the negotiation of the Amended Development Agreement, and all other costs and expenses of the City in connection with the Market QBMKE\6048504.11 -7- Rate Apartments/Longfellow School Development Site, including the City's attorneys fees and the fees of the City's financial advisors. 2. CRL, CRL-l and CRL-2 will covenant that the Market Rate Apartments/Longfellow School Development Site will not be sold or transferred or leased to any person or entity exempt from real estate taxation or in any manner which would cause the Market Rate Apartments/Longfellow School Development Site to be exempt from general property taxation. 3. The Amended Development Agreement will be recorded with the Register of Deeds of Winnebago County, Wisconsin, prior to the recording of any mortgage liens and the lien of any mortgage of any lender to the Market Rate Apartments/Longfellow School Development Site will be subordinate to the: terms of the Amended Development Agreement. 4. The City's obligation to enter into the Amended Development Agreement is conditioned on the City and CRL, CRL-3 and the REIT, if it is to own the Elderly Housing Development Site, simultaneously entering into the Development Agreement referred to in Part II below. 5. In the event CRL or CRL-2 does any development on the Longfellow School site, it must obtain all appropriate governmental approvals, permits and authorizations for such development. The City is not required to issue any approvals, permits or authorizations unless the approvals, permits and authorizations otherwise comply with applicable laws and ordinances. 6. CRL, CRL-l and CRL-2 shall be jointly and severally liable for the performance of all obligations under the Amended Development Agreement. QBMKE\6048504, II -8- Part II: Development Agreement for Elderly Housing Development Site A. Project 1. Development Site: That portion of the Original Development Site which is shown on Exhibit C attached hereto (referred to in this Term Sheet as the "Elderly Housing Development Site"), on which an elderly housing project will be developed. 2. Development/Project Scope: Will be subject to mutual agreement of CRL, CRL-3, and the REIT, if it owns the Elderly Housing Development Site. 3. Project Schedule: Will be subject to mutual agreement of CRL, CRL-3, and the REIT, if it owns the Elderly Housing Development Site. B. City Responsibilities 1. Pay/Go Commitment by City for Elderly Housing Development Site only in the form of a taxable tax increment revenue bond (the "TIF Bond") in the amount of not to exceed $2,708,000.00 to reimburse the owner of the ElderJIy Housing Development Site for construction, rehabilitation and site improvements on the Elderly Housing Development Site. 2. The TIF Bond will be issued and delivered to CRL, CRL-3 (as described below) or the REIT, ifit is the owner of the Elderly Housing Development Site, only upon completion of the construction, rehabilitation and site improvement work and submission of documentation satisfactory to the Ci~y reflecting actual costs expended on such work. CRL and CRL-3 understand that all of the costs associated with that work must be paid for by CRL and CRL-3 up front and that CRL or CRL-3 or the REIT, if it owns the Elderly QBMKE\6048504.11 -9- Housing Development Site, will be reimbursed for those costs only if the development on the Elderly Housing Development Site creates Available Tax Increment and such Available Tax Increment is appropriated by the City Council to payment of the Bond. Interest and principal will be paid each year by the City to CRL or CRL-3 or the REIT, if it owns the Elderly Housing Development Site, on the TIF Bond from Available Tax Increment from the Elderly Housing Development Site pursuant to the schedule set forth on Exhibit E attached hereto, but only to the extent such Available Tax Increment exists and only if appropriated by the City Council. If there is no Available Tax Increment from the Elderly Housing Development Site, then the City is not required to pay CRL or CRL-3 or the REIT on the TIP Bond. 3. Payment on the TIF Bond shall be subject to the following conditions: a. the existence of Available Tax Increment from the Elderly Housing Development Site, b. future annual appropriation of the payment by the City Council, and c. CRL, CRL-3 and the REIT, ifit is the owner of the Elderly Housing Development Site, not being in default under the Development Agreement governing the development by CRL, CRL-3 and the REIT, ifit is the owner of the Elderly Housing Development Site. 4. "Available Tax Increment" means an amount equal to 87.5% ofthe following figure: a. the annual gross tax increment revenues actually received and retained by the City which is generated in the immediately preceding calendar year by improvements made after January 1,2007 to the QBMKE\6048504.11 -10- Elderly Housing Development Site, minus b. the actual legal, financial, engineering and administrative expenses incurred by the City in connection with the creation or administration ofTID No. 14 and the negotiation, preparation and administration of the Development Agreement for such year in an amount up to $5,000.00, adjusted by'an inflation factor of2.5% per year. 5. Tax increment attributable to the Market Rate Apartments/Longfellow School Development Site and existing development on the Elderly Housing Development Site shall not be available to pay interest and principal on the TIF Bond. A more detailed description ofthe provisions of the TIP Bond is attached hereto as Exhibit D. 6. Provide all approvals, permits and authorizations for the development on the Elderly Housing Development Site (to the extent deemed appropriate by the City with respect to the normal requirements imposed on similar developers). The City is not required to issue any approvals, permits or authorizations unless the development complies with applicable laws and ordinances. 7. The Elderly Housing Development Site is subject to an approved CUPIPD. C. CRL, CRL-3 and REIT (if it is the owner of the Elderly Housing Development Site) Responsibilities 1. Create a development entity to acquire the Elderly Housing Development Site and undertake development of it. CRL, LLC may form an affiliate entity ("CRL-3") to acquire the Elderly Housing Development Site. ERA Family, LLC will own the majority interest in CRL-3 and Dan Anbar shall be the -11- QBMKE\6048504,11 managing member of ERA Family, LLC. 2. Organize investors to commit equity (it being understood that CRL and CRL- 3 are responsible for providing 100% of the capital needed for the development of the Elderly Housing Development Site). 3. Obtain and close on financing commitments. 4. Prepare architectural drawings, plans and specifications for development of the Elderly Housing Development Site acceptable to City and State of Wisconsin. 5. Obtain all necessary Plan Commission and City Council approvals as necessary. 6. Develop plans for leasing and management of the development on the Elderly Housing Development Site. 7. Arrange construction contracts for the development on the Elderly Housing Development Site. 8. Complete the development on the Elderly Housing Development Site. 9. Provide financial statements for CRL, CRL-3, the REIT ifit is the owner of the Elderly Housing Development Site, any guarantor, construction schedule and project cost breakdown for the development of the Elderly Housing Development Site. Divide the Elderly Housing Development Site from the balance of the Original Development Site in accordance with applicable laws and ordinances, so that the Elderly Housing Development Site is one or more distinct parcels of real estate, including no other land within the boundaries of the distinct parcels. In the alternative, if acceptable to the City, create a 10. QBMKE\6048504.11 -12- condominium with respect to the Elderly Housing Development Site and the balance of the Original Development Site, in such a manner that the Elderly Housing Development Site is one or more distinct parcels of real estate, including no other land within the boundaries of the distinct parcels. D. Security for Performance under Development Agreement 1. CRL, CRL-3 and the REIT, if it is the owner of the Elderly Housing Development Site, will deliver to City a mortgage on each of their respective interests in the Elderly Housing Development Site and the project thereon to secure their obligations under the Development Agreement. The mortgage can be subordinate to the one or more mortgage loan(s) on the Elderly Housing Development Site, as long as the loan to value ratio is not greater than a percentage to be determined in the Development Agreement and as long as the other terms of the subordination are acceptable to the City. The proceeds of the mortgage loan(s) to which the City's mortgage is subordinate must be used for acquisition and development of the Elderly Housing Development Site. 2. CRL and its principals (as determined by the City), CRL-3 and its principals (as determined by the City) and the REIT, ifit is owner of the Elderly Housing Development Site and its principals (as determined by the City) will deliver a guaranty of completion of the development to the City. E. Indemnity 1. Mutual indemnities. QBMKE\6048504.11 -13- F. Insurance 1. CRL, CRL-3 and the REIT, if it is the owner of the Elderly Housing Development Site, agree that they will insure their respective interests in the Elderly Housing Development Site against such risks and in such amounts as is customary for similar projects. G. Represen tationslW arran ties/C ovenan ts 1. CRL, CRL-3 and the REIT, if it is the owner of the Elderly Housing Development Site, will make certain representations, warranties and covenants to and with the City as determined by the City once the elderly housing project scope is determined and the details of the project are more refined. 2. There will be limitations on the ability of CRL, CRL-3 and the REIT, if it is the owner of the Elderly Housing Development Site, to incur debt with respect to the Elderly Housing Development Site, to lease or transfer the Elderly Housing Development Site or the project thereon, to change the scope of the project and/or the project budget, and to place mortgages, liens. and encumbrances on the Elderly Housing Development Site or development thereon, other than the first mortgage loan, the proceeds of which are used for development of Elderly Housing Development Site. 3. CRL, CRL-3 and the REIT, if it is owner of the Elderly Housing Development Site, will covenant to pay all real estate taxes and other City payments as they become due. H. Damage/Destruction 1. CRL, CRL-3 and the REIT, if it is owner ofthe Elderly Housing -14- QBMKE\6048504.11 Development Site, will not be relieved of their liability under the Development Agreement in the event of fire, damage or any other casualty, including their obligation to complete the development of Elderly Housing Development Site. I. Miscellaneous 1. All cost overruns will be paid by CRL, CRL-3 and the REIT, ifit is owner of the Elderly Housing Development Site. 2. The CRL, CRL-3 and the REIT, ifit is owner of the Elderly Housing Development Site, will pay all costs and expenses incurred by the City in connection with the negotiation of the Development Agreement, issuance of the TIF Bond and all other costs and expenses ofthe City in connection with the development of the Elderly Housing Development Site, including the City's attorneys fees and the fees of the City's financial advisors. 3. The CRL, CRL-3 and the REIT, if it is owner of the Elderly Housing Development Site, will covenant that the Elderly Housing Development Site will not be sold or transferred or leased to any person or entity exempt from real estate taxation or in any manner which would cause the Elderly Housing Development Site and development thereon to be exempt from general property taxation. 4. The Development Agreement will be recorded with the Register of Deeds of Winnebago County, Wisconsin, prior to the recording of any mortgage liens and the lien of any mortgage of any lender for the Elderly Housing Development Site will be subordinate to the terms of the Development Agreement. QBMKE\6048504,11 -15- 5. CRL, CRL-3 and the REIT, ifit is owner of the Elderly Housing Development Site, will be jointly and severally liable for all obligations and liabilities under the Development Agreement. 6. The City's obligation to enter into the Development Agreement is conditioned on the City and CRL, CRL-l and CRL-2 simultaneously entering into the Amended Development Agreement referred to in Part I above. 7. QBMKE\6048504.11 The City, CRL, and CRL-3 have created a project proforma which represents the parties expectations with respect to the financial terms of and performance of the project. At two different time periods, the parties will determine whether those financial terms and performance expectations are different from what was projected and ifthey are, a prepayment will be deemed to have been made on the TIF Bond as follows: (a) Upon completion and rent up of the elderly housing project (anticipated to occur 36 months following the commencement of construction of the project), the parties will determine whether the actual costs of the project were less than the projected costs of the project and what debt service coverage ratio is required, if any, by the first mortgage lender for the project or what applicable lease coverage ratio is required for the project. If the actual costs of the project were less than the anticipated costs of the project, then the City will be deemed to have made a prepayment on the TIF Bond in an amount equal to the amount by which the projected costs of the project exceeded the actual costs of the project. If the debt service coverage ratio required by the first mortgage lender is less than 1.4 to 1. 0 or the applicable lease coverage ratio is less than 1.4 to 1.0, then the City will be deemed -16- to have made a prepayment on the TIF Bond in an amount necessary to reduce the outstanding principal balance of the nF Bond to the amount that it would have been, had the original amount of the TIF Bond been determined taking into account the lesser debt service coverage ratio or lease coverage ratio. (b) Upon refinancing of the original first mortgage loan for the project (anticipated to occur seven years after the commencement of construction of the project), if the debt service coverage ratio required by the first mortgage lender is less than 1.4 to 1.0 or the applicable lease coverage ratio is less than 1.4 to 1.0, then the City will be deemed to have made a prepayment on the TIF Bond in an amount necessary to reduce the outstanding principal balance of the nF Bond to the amount that it would have been, had the original amount of the TIF Bond been determined taking into account the lesser debt service coverage ratio or lease coverage ratio. 8. At such time as the equity investors in the owner of the Elderly Housing Development Site have been paid in full, then on an annual basis, any surplus cash flow remaining after the payment of debt service on the project shall be disbursed by the owner of the Elderly Housing Development Site as follows: one-third of the surplus shall be used by the owner of the Elderly Housing Development Site to be applied for the benefit of the Elderly Housing Development Site upon mutually agreeable terms as set forth in the Development Agreement; and one-third of the surplus shall be disbursed to the City to be used for any purposes the City chooses; and one- QBMKE\6048504.11 -17- QBMKE\6048504.11 -18- J Exhibit A - Master Site Plan \.. PARKSIDE PLACE PHASE THREE ) :;; ~ ... . .. >I ;: iii .. III III III .. . III > o III ell MASTER SITE PLAN PARKSIDE PLACE PHASE THREE w.~ . MASTER SITE PLAN SCALE: r-oo'..()- KEY .. III III .0: .. .. III RESIDENT ROOM III COMMON AREAS II RETAIL ~ CIRCULATION ~ III VERTICAL CIRCULATION . SUPPORT AREAS ~ ~.'.'!""!' jJP'.',c EXISTING :<JP.,~i::': III C o A MARKET RATE APARTMENTS I DOCTOR'S OFFICE B LONGFELLOW SCHOOL DEVELOPMENT SITE C ELDERLY HOUSING DEVELOPMENT SITE D FUTURE TOWNHOUSE DEVELOPMENT SITE FEBRUARY 28, 2007 MAR T I NIGANTHER ~';-::::..,.;::.u~ GANTHER . GR<pUP. :.r~~:~~.:~7: CONSTRUCTION Architecture. ProJect Development ................ O".U1'11lI{o'IT ~"'Ot N_'.'f I,,", f..lo '"l In If. ..r-....... IS' SINCE19DO Exhibit B - Market Rate Apartments / Doctor's Office / Longfellow School & Townhouse Development Sites III > o III o ".' MASTER srn: l"L-\..."J. CONT. s<':'\LE: ,. - 80'.{\' ~ MASTER SITE PLAN PARKSIDE PLACE PHASE THREE ~01m1 ".6 t, ~AS'I'J::R 51T1o: PI..A:-.J W S(."AI.l-:: '~-&l'-U" I . KEY t- III III III .. 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I ~ri !!t.i ! rt, 'II> I ~r: . :Je . ~r'!t ~.G<CGi, e::1I'J::;Il\ ~tplC'.ollZ.el!:n.. ~.~m ~~ t::; ~.~e.~:L:l-::;;~>,tt;;~~e::~:~li!, w\:;e:\tto: 1.:2 ~~', ~~,~<;;,J; 7'llO'In"J1 w.$" . MASTER Sni<: I>IA:--I st''''I.'':: ,"-go<q KEY ... .. I!fiJ RESIDENT ROOM II COMMON AREAS III RETAIL [2J CIRCULAnO~ ~ VERlICAl ORCULATION ~;''"'.,. ;i;;,;..i SUPPORT AAEAS ;~ ;~;..,'. [t[] EX!S1tNG lee C o A MARKET RATE APARTMENTS I DOCTOR'S OFFICE B LONGFEllOW SCHOOL DEVELOPMENT SITE C ELDERLY HOUSING DEVELOPMENT SITE D FUTURE TOWNHOUSE DEVELOPMENT SITE FEBRUARY 28,2007 MARTIN!~ER ::;t::::-.~=:-'~ a.&l".f."'P.'fUen GR0UP ...............~,...., ii-lil-l~ I' n&n I ~_.., "N_"..",. ,",,^.M~IL[_AoM Arclritecture. Project Development ~~~:.:::~:~::::::' W<.iE~.na;o.:W'"" nZft (l (' 0 I" 't I: ! ~ U t ! t-.' lli ~ C I ,'It;. ~" s ~ l lo: c.. Ii: J~ t: ~. t. t SINCE 190.3 Cl z is Cl z :; :i Q ~ ! ~ l' ilE2g! ~ IIILC g , =Io;e;fi ~ Oa: alii :! 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Ill.. 8."e" i~i5~:~ . to "... ~~j!~~: i': o~ ~ Ii" " 1:; UI e: ::c j~ "" II; Z ~. c( '" 0: c:I:J u. -e-.$!..~ ZIl: ~~ ...." . f-< 1; ~ u <: :!l .~ ~ NIIIlIP~PIMIIl~~~&O-~-....maa~IO'<<lC~~.IIIpll(IllQ~~lIlU1fl~.mnzW EXHIBIT D Terms of TIF Bond approved by the City Council, the City Council shall, at the time of and as part of the approval of the annual City budget, direct to payment of the TIF Bond, such Available Tax Increment. All payments on the TIF Bond shall be applied first to interest, then to principal. (c) If the aggregate amount of Available Tax Increment available and appropriated to make payments on the TIF Bond during any budget year is less than the aggregate principal and interest payments payable on the TIF Bond during that budget year, the amount due but not paid shall accumulate, and the City shall pay accurnulated amounts from Available Tax Increment if, as and when it is available and appropriated for that purpose during the term of the TIF Bond. If the amount available for transfer from the TIF District special fund for any budget year exceeds the amount of the principal and interest due and payable on the TIF Bond on the TIF Bond payment dates occurring during said budget year, then the City shall be entitled to use such excess funds for any other statutorily eligible TIF District project cost. (d) On November 1,2027, if there remain amounts outstanding and unpaid on the TIF Bond, then all interest accrued but unpaid and the remaining balance of principal of the TIF Bond shall be deemed paid in full, it being understood that upon November 1,2027, the liability of the City to make any payments on the TIF Bond shall also terminate. The City shall have no obligation to pay any amount of principal or interest on the TIF Bond which remains unpaid as of November 1,2027, and the owner(s) of the TIF Bond shall have no right to receive payment of such amounts. All increments received by the City from the TIF District following November 1, 2027 may be used by the City in any manner the City, in its sole discretion, chooses. If for any reason (other than by voluntary resolution of the City), the TIF District terminates prior to November 1,2027, and there remain amounts outstanding and unpaid on the TIF Bond, then all interest accrued but unpaid and the remaining balance of principal of the TIF Bond, shall be deemed paid in full, it being understood that upon such early termination of the TIF District, the QBMKE\6048504.ll liability of the City to make any payments on the nF Bond shall also terminate. The City shall have no obligation to pay any amount of principal or interest on the nF Bond which remains unpaid upon such early termination of the TIF District and the owner(s) of the nF Bond shall have no right to receive payment of such amounts. (e) The actual principal amount of the nF Bond will be determined following completion of construction of the redevelopment project based on the actual costs of the redevelopment project. If the actual costs of the redevelopment project are less than the cost of the redevelopment project as shown on the project cost breakdown specified in the Development Agreement, then the amount of the TIF Bond shall be reduced by the difference between the amount shown on the project cost breakdown and the actual costs of the redevelopment project. The actual costs of the redevelopment project shall be reviewed and certified by the City's financial advisors. (t) The City shall have no obligation to make any payments on the nF Bond while the CRL, CRL-3 or the REIT, ifit is owner of the Elderly Housing Development Site, is in default under the Development Agreement. QBMKE\60485 04. 1 1 EXHIBIT E Schedule of Payments on TIF Bond QBMKE\6048504.11 (/) a:: UJ -l :I: UJ. .. ~ ~ r" ... d> ~ v ;... ... .. ... ... CIl 0' ... a.. CIl 'tl ~ .. l'll a.. ...:. 0:: (,) ..,. ... 'II: o j: .s: III o "" .c III o ;;; a- u ,~ <l. <:> '" '" ~ ... ... '" " .~ l:l <=: c: " ~ .. g- o:: " ~ .... '0 " .. " .2 t .. e- <l. " :, ~ .. 0:: c 1: a. 0 g grnlll~~ i ! tl=nN:;:o;16 "' .2"C~::g~B~:5 ~ i 5P~ a.'~ l!!; ';: tii:ee1iS=.S!~l!!'S ~ ~ ~ ~-i! ~ ~~ .s~;.2=g .~ii (Ql1)l!!~.o>oic::ii~ U~OI-'!!EaiCl)""5 ~~aGi~!~i8:a l=:.s~~5co~:aQ)~ ~I~5~~-8~i~ gO~~~~j9~g~g8&g~ N N~~~~~3~8~~8~a Sc; N .n,~"';"';N o e o ~ E ~ ~ " -= .. i u e .!! ll. 1l .~ ll. C F' "0 ~ ~ ~ S 1: o ~c E- ~ ~~ ~Q)i~ ~ 2t ~gl ~~~~ ~ajc:fi~~~'gnJ~~~~i :l~B~~::g\ri~~~g.g! ~ i ~ ~ :.~ ~ ~ ~ Ja ~ ~ n ~ ~ ~=~x.5T!Vi2D..=~'lii8~~~ ~~'~.!';'lii';j~ ~!ii g"g 88! 5l;; 8:~ ~ ~ i i!.5 ~g i! 812 € s ~i=c(.EI-.s.5U:~o"u::~~~~ coO 0 0 0 0 0 0 0 000 0 000 0 0 :: ~ ~ 0 I;gi I l!~~ 8.~~ 51! !) 0 Q ~ ~I ~ S ~ ! ~ e ~ 8 g .... .e GO f;jl ~ ~ ;J ~ ~ :0 ~ ~ is ~ .. l ~ ~ Q Q 0 0 0 0 0 C 0 ~ .... ~.. . .. !: : Si~ ~ ~I~ 0'\ ~ ~ a a ~ E ~ ~ ~ ~ ~ ~ ~ ~ ~ o Q 0 C 0 C ceo n I 0 =1 ~ ~ t; ~ ~ ~ ~ ~ ~ ~ : : 0 0 0 coo 0 C Q I' ~~E~~E~:~~~~ 11 ~.. ~ GO ~ ~ ~ ~ ~ ~ ~ ~ ~ E ~ : g ; ~ ; ~ i ~ : :: ~ 000 0 0 0 coo ~H ~ . j !:~ o ';:~ ~ a :~, is : :~$ N r\ y, ~ ~ ~ ~ ~ 3 ~ ~ ~ ~ a ~ ~ :!;I~ i S G::: f;j ~ ~ ~ lI'll;1 _- Q 0 0 Q C Q 0 0 0 . ;; i~ ~ ! ~ : ~ ~ i ~ ~ ~ ~ ~ ! : H l~ <3 ~~i ~ .. OC~~..,~~~ ::~~;!~cooooocoo -. .- r\ ~ ~ ~ : ~ ~ ~ ~ ~ !!i 3 E ~ i ~ ~ ~ ~ ~ 0 ~ 0 ~ g ~ " ~ ~ v. 0 ~ ~ ~ ~ ~ ~ ~ ~ : ~ ~ ~ ~ ~ ; :: -t ~ = :: 1"1 ~ V. &; ~ ~ l~i ~ .:r ~ ~ : ~ N ~ ~ ~ ~ ~ (ICI oc co.. 0 ~ ; ; ;1 ~ ~ ~ .., ~ ~ Q N ~ ~ ~ = ~ ~ ~ li~ .. B Ii ~ ~ .. = 0 ~ ~: S ~! ~ ~: ~I~ ~ ~ ~ ~15.!! rJ 10 ~ !~:~:~~: ~!~~~;~:~~~lI'l N N N N N N N 1"1 1"1 1"1 1"1 1"1 1"1 ~ 1"1 1"1 1"1 1"1 ~ n ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ; ~ : ~ a ~ ~ \oD r- GO q., ~ ~ ~ ~ ~ ~ ~ ~ ' !~:! ~ ~ ~ ~ = N .., ~ :Ei ~ Q ~ ~ 0 ~ ~ : ~ ~ ~ ~ ~ ~ ~ ~ lil i o " ~ ~ " ~ '" ~ l! ~ .. ~ 0, ;::, 1 ~ " ;:: .. ~ ..- ... 5 S ~ ~ .. N ~ .. ~ ~ ~ ~ ~ ~ ~ .. ... .. Ii I l 0 l .. .!: &l ,g ~ l! ". e . .. i ~ .. .. ~ :> ..: ~ o N N o ii {!. ii i J'.