HomeMy WebLinkAboutDevelopment Agreement-Parkside Place 2007
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DEVELOPMENT AGREEMENT
, Document Number
Document Title
Development Agreement between the City of Oshkosh,
a municipal corporation, and Parkside Place, LLC, an Illinois
limited liability company for redevelopment of portions of the site
commonly known as the old Mercy Hospital property
Drafted by:
Warren P. Kraft, City Attorney
Oshkosh, WI
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REGISTER'S OFFICE
WIBNEBAGO COUNTY WI
RECORDED ON ·
09/10/2007 09:50AM
JULIE PAGEL
REGISTER OF DEEDS
RECORDING FEE
T~ANSFER FEE
75.~ I.
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Name and Return Address
City Attorney's Office
Oshkosh, WI 54902-1130
911-0299-0000
911-0374-0100
911-0374-0200
Parcel Identification No.
Development Agreement
Thi~evelop ent Agreement ("Development Agreement" or "Agreement") is
made thiO_ day of ' ~J, 2007, by and between the City of Oshkosh,
Wisconsin, a Wisconsin unicipal corporation, and Parkside Place, LLC, an Illinois
limited liability company.
Recitals
(i) Gitchi Gurnee, LLC and the City of Oshkosh 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.
(ii) The Original Developer completed the market rate apartments and doctors'
offices but has been unable to complete the rest of the original project.
(iii) Parkside Place, LLC, the Developer under this Development Agreement,
intends to take over ownership and operation of the 34 market rate apartments and
doctors' offices located on Lot 1 of Certified Survey Map No. 6103 attached hereto as
Exhibit A.
(iv) Simultaneously with the execution of this Agreement, Health Care REIT,
Inc. and CRL, LLC, will enter into a Development Agreement with the City, under the
terms of which Health Care REIT, Inc., as owner, and CRL, LLC, as developer, will
develop elderly housing on Lot 2 of Certified Survey Map No. 6103 attached hereto as
Exhibit A.
(v) Certain defaults exist under the Original Development Agreement and the
City requires that Parkside Place, LLC assume some of the liabilities under the Original
Development Agreement and cure those defaults as a condition precedent to the
acquisition of the market rate apartments and doctors' offices.
(vi) The parties enter into this Development Agreement for the purpose of
setting forth certain rights, duties and obligations of the parties with respect to the market
rate apartments and doctors' offices.
Now, Therefore, in consideration of the recitals and mutual agreements herein set
forth, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Proiect Overview. The City and Health Care REIT, Inc. and CRL, LLC
have entered into a development agreement with respect to the Elderly Housing Project.
As a condition of entering into that agreement, the City requires that certain defaults
under the Original Development Agreement be cured and that Parkside Place, LLC and
City enter into this Development Agreement with respect to the market rate apartments
and doctors' offices.
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2. Definitions. As used in this Agreement, the following terms shall have
the following meanings:
(a) "Affiliate" means: (i) a person or an entity that directly or
indirectly controls, or is controlled by, or is under common control with, Developer; or
(ii) a person or entity that directly or indirectly beneficially owns or holds any ownership
interest in Developer; or (iii) any entity in which Developer or any member of Developer
has an ownership interest; or (iv) any person or entity that is an officer or director or
member of Developer. As used in this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person or entity, whether through the ownership of voting
securities, by contract or otherwise.
(b) "City" means: The City of Oshkosh, Wisconsin, a Wisconsin
municipal corporation, its successors and assigns.
(c) "Closing" means: The closing of the assumption by Developer of
the loan from Project Lender to Original Developer made in connection with the project
which is the subject of the Original Development Agreement.
(d) "Closing Date" means: The date on which the Closing occurs.
(e) "Developer" means: Parkside Place, LLC, an Illinois limited
liability company, its successors and assigns.
(f) "Elderly Housing Development Agreement" means the
Development Agreement between Health Care REIT, Inc., CRL, LLC and the City,
bearing even date herewith, governing development of the Elderly Housing Project.
(g) "Elderly Housing Project" means the project to be constructed by
Health Care REIT, Inc. and CRL, LLC pursuant to the terms and conditions of the
Elderly Housing Development Agreement. The Elderly Housing Project will be located
on Lot 2 of Certified Survey Map No. 6103 attached hereto as Exhibit A.
(h) "Future Development Site" means the land described as Lot 3 of
Certified Survey Map No. 6103 attached hereto as Exhibit A and in addition, the land
designated BID on Exhibit B attached hereto, and all improvements located or to be
located in the future thereon.
(i) "Longfellow Site" means that portion of the Future Development
Site designated as BID on Exhibit B attached hereto and all improvements located
thereon.
G) "Project" means the market rate apartments and doctors' offices
located on Lot 1 of Certified Survey Map No. 6103 attached as Exhibit A hereto and any
other improvements located on or in the future located on said site.
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(k) "Project Site" means Lot 1 of Certified Survey Map No. 6103
attached hereto as Exhibit A.
(1) "Project Lender" means: First National Bank of Fox Valley.
(m) "Project Plan" means: The Project Plan for the Oshkosh Tax
Increment District No. 14 approved by the City's Council on June 13,2000, and by the
Joint Review Board on July 11, 2000, as amended from time to time.
(n) "TIF District" mean: Oshkosh Tax Increment District No. 14.
3. Minimum Tax Payments. The City agrees to uniformly apply tax
assessment procedures and practices with respect to the Project Site and the Project in
accordance with state law regarding property tax assessments. Notwithstanding the
foregoing and in consideration of the City's prior $800,000.00 contribution to the Project
and the Project Site, including without limitation, to the infrastructure serving the Project
and the Project Site, the Developer shall pay to the City an amount not less than the
minimum real estate tax payment shown on Exhibit D attached hereto (the "Minimum
Real Estate Tax Payment") as follows:
(a) The Minimum Real Estate Tax Payment shall be paid in
the following manner: Commencing with the 2007 calendar year and for each
calendar year thereafter until the Minimum Real Estate Tax Payment is
paid in full as required above, the Developer shall pay to the City the
amount, if any, by which the Minimum Real Estate Tax Payment for each
calendar year exceeds the annual gross tax increment revenue actually received
and retained from the Project and the Project Site and the Longfellow Site only
for such calendar year.
(b) By January 15th, starting with calendar year 2008, the
City shall provide Developer with: (i) an itemization of the annual gross tax
increment revenue actually received and retained from the Project and the
Project Site and the Longfellow Site only, and (ii) a calculation of the amount,
if any, by which the Minimum Real Estate Tax Payment for the Project and the
Project Site and Longfellow Site for such calendar year exceeds the annual
gross tax increment revenue actually received and retained and allocable only
to the Project and the Project Site and Longfellow Site for the preceding
calendar year. If for any given calendar year the Minimum Real Estate Tax
Payment exceeds the annual gross tax increment revenue actually received and
retained, Developer shall pay the amount of such excess to the City by March
1 ih. If the amount of the annual gross tax increment revenue actually
received and retained exceeds the Minimum Real Estate Tax Payment, no
additional payment shall be due from Developer.
4. Excess Tax Pavments." If the annual gross tax increment revenue
actually received and retained for the Project and the Project Site and the
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Longfellow Site only exceeds the Minimum Real Estate Tax Payment in any given
calendar year ("Excess Tax Payment"), the City shall account for such excess and
carry it forward together with any previously or subsequently generated Excess Tax
Payment. The Excess Tax Payments, if any, shall be applied as follows:
(a) If for any given calendar year the Minimum Real Estate
Tax Payment exceeds the annual gross tax increment revenue actually received
and retained, the amount due from the Developer to the City for that calendar
year shall be offset by unapplied Excess Tax Payments to the extent
available. If the amount by which the Minimum Real Estate Tax Payment
exceeds the annual gross tax increment revenue actually received and retained for
that calendar year, it can be paid from available Excess Tax Payments and the
Developer shall not be obligated to pay that amount to the City for that calendar
year.
(b) If in any prior year the Developer shall have been required to
make a guaranteed tax payment under paragraph 3 above, then any Excess Tax
Payment remaining after the payment of the Minimum Real Estate Tax Payment
in any given calendar year, shall be applied to reimburse the Developer for any
amount paid by Developer in addition to the gross tax increment revenue in order
to make any prior guaranteed tax payments.
(c) If the Excess Tax Payments received by the City are sufficient to
fully amortize the remaining balance ofthe City's $800,000.00 contribution to
the Project and the Project Site and the Longfellow Site plus interest, then the
obligation of the Developer to make Minimum Real Estate Tax Payments under
paragraph 3 of this Agreement shall cease and the City shall execute an
appropriate satisfaction of the Developer's obligations under paragraph 3.
5. Conditions Precedent to City's Oblieations. In addition to all other
conditions and requirements set forth in this Agreement, the obligations of the City under
this Development Agreement are conditioned upon the satisfaction of each and every of
the following conditions:
(a) Prior to the execution of this Agreement, Developer shall
provide the City with evidence satisfactory to the City that Developer is
authorized to enter into this Agreement and that the persons signing this
Agreement on behalf of Developer are authorized to so sign this Agreement.
On or before June 28,2007, Developer, at its cost, shall provide a certified
copy of its articles of organization and operating agreement and a certificate of
good standing issued by the Illinois Secretary of State. Such formation
documents must show a state of facts as to ownership, management and control
acceptable to the City. If any member or manager of Developer is an entity,
then that entity's organizational documents and a certificate of status for said
entity must also be provided to the City. Said entity's organizational
documents must show a state of facts acceptable to the City. Developer shall
also provide a certificate of status from the Wisconsin Department of Financial
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Institution showing that the Developer is qualified to transact business as a
foreign corporation in Wisconsin.
(b) Prior to the execution of this Agreement, Developer shall
provide a certificate of incumbency and resolutions or consents of its members,
and if any member is an entity, then a certificate of incumbency and
resolutions or consents of such member, all of which resolutions and consents
shall show that Developer has been duly authorized to enter into this
Agreement and all other agreements, documents and contracts required to be
executed by it in connection with the transactions which are the subject of this
Agreement.
(c) On or before June 28,2007, Developer, at its cost, shall
obtain a written commitment from the Project Lender, under the terms of
which the Project Lender agrees to permit Developer to assume the liabilities
and obligations under the loan currently in effect with respect to the Project
and the Project Site. On the Closing Date, Developer shall close the
assumption of said loan which is the subject of the financing commitment on
terms and conditions set forth in the financing commitment and in connection
therewith, the Developer shall provide all documents to be executed in
connection with the Project Lender's loan to the City, which documents must
be acceptable to the City and which documents must contain terms and
conditions consistent with this Agreement.
(d) On or before June 28, 2007, the City shall have approved
this Development Agreement and the transactions contemplated herein, and all
other agreements and/or transactions which require approval. On or before the
Closing Date, any conditions imposed in connection with the City's approval
of any of the foregoing shi'lllhave been satisfied.
(e) On or before June 28, 2007, Developer shall have provided
to the City's financial advisors for review by the City, financial statements for
Developer and each member of Developer and each Guarantor. The financial
statements must show a state of facts acceptable to the City.
(f) The Closing must occur on or before July 2, 2007.
(g) No uncured default, or event which with the giving of
notice or lapse oftime or both would be a default, shall exist under this
Agreement. Developer shall not be in default (beyond any applicable period of
grace) of any of its obligations under any other agreement or instrument with
respect to the Project to which Developer is a party or an obligor.
(h) On or before the Closing Date, counsel for Developer and
the Guarantors shall provide an opinion reasonably acceptable to the City,
stating among other things, that the persons executing this Agreement and the
agreements entered into hereunder are authorized to do so, that Developer and
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the Guarantors have duly authorized entry into this Agreement and the
agreements entered into it hereunder, that this Development Agreement and
any other agreements entered into hereunder are enforceable, and other matters
as are requested by City.
G) At or prior to the Closing Date, Developer shall have
executed and delivered to the City any documents and agreements as are
required by this Agreement.
(k) Any agreements required of the City by the Project Lender
and any documents or instruments required by the Project Lender to be
executed by the City, must be acceptable to the City.
(1) The Developer shall have closed on its purchase of the
Project Site and the improvements located thereon. Health Care REIT, Inc.
shall have closed on its purchase of the Elderly Housing Project and Elderly
Housing Site.
(m) If the Project will not be self-managed, then on or before
June 28, 2007, Developer shall have entered into a management agreement
andlor operating lease with respect to the management and operation of the
Project, with a person or entity acceptable to City, which agreement must be
acceptable to the City.
(n) On or before August 1,2007, the City shall have received
evidence satisfactory to the City that the Project conforms and complies with
all applicable laws, rules, regulations and ordinances as well as any covenants,
restrictions, documents or instruments governing the Project Site, the Project
and/or the TIF District, including without limitation, the applicable CUPIPD
governing the Project Site.
(0) Prior to Closing, the Developer, at its cost and expense,
shall divide the Project Site from the balance of the land which was the subject
of the Original Development Agreement in accordance with applicable laws
and ordinances, so that the Project Site is one or more distinct parcels of real
estate, including no other land within the boundaries of the distinct parcels. All
documents and instruments required to satisfy this condition, including without
limitation any plats, certified survey maps, and any other documents and/or
instruments shall be provided to City prior to Closing and shall show a state of
facts acceptable to City. It is understood that the market rate apartments and
doctors' offices must be one or more distinct parcels of real estate, separate and
distinct from the Future Development Site and the Elderly Housing Project
site.
(p) The City's obligations under this Development Agreement
are conditioned upon the City and Health Care REIT, Inc. and CRL, LLC
simultaneously executing the Elderly Housing Development Agreement and
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closing the transactions which are the subject ofthe Elderly Housing
Development Agreement.
(q) Simultaneously with the closing of the acquisition by
Developer of the market rate apartments and doctors' office, Developer shall
make payments or shall cause payments to be made to the City (in the form of
cash) needed to cure any default under the Original Development Agreement,
including payment of any arrears in the Minimum Real Estate Tax Payment.
If all conditions contained in this Paragraph 5 are satisfied within the time
periods for satisfaction of such conditions as set forth above or if such conditions are
waived in writing by the City within the time periods for satisfaction of such conditions
as set forth above, then the above conditions shall be deemed satisfied. Otherwise, the
City, at its option, exercised in its sole discretion, may terminate this Agreement, in
which event, none of the parties to this Agreement shall have any further liability or
obligation to the other parties; provided, however, Developer shall pay all costs and
expenses incurred by the City in connection with the Project, the preparation and
negotiation of this Development Agreement, including without limitation, attorneys fees.
All submissions given to the City to satisfy the conditions contained in this
Paragraph 5 must be satisfactory in form and content to the City, in its sole discretion,
unless otherwise specifically stated.
6. Representations and Warranties and Covenants of Developer.
Developer represents and warrants to the City and covenants with the City as follows:
(a) All copies of financial statements, documents, contracts and
agreements which Developer and each Guarantor has furnished to the outside
financial advisors on behalf of the City are true and correct in all material respects.
There has been no material adverse change in the business operations of Developer
or any Guarantor since the date of the last financial'statements furnished by itlthem
to the City.
(b) Developer and its members have paid, and will pay when due, all
federal, state and local taxes, and will promptly prepare and file returns for accrued
taxes prior to any taxes becoming delinquent.
(c) Developer will pay for all work performed and materials furnished
for the Project.
(d) No statement of fact by Developer contained in this Agreement
and no statement of fact furnished or to be furnished by Developer to the City
pursuant to this Agreement contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary in order to make
the statements herein or therein contained not misleading at the time when made.
(e) Developer is an Illinois limited liability company, duly formed and
validly existing and has the power and all necessary licenses, permits and franchises
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to own its assets and properties and to carryon its business. Developer is duly
licensed or qualified to do business and in good standing in the State of Wisconsin
and all other jurisdictions in which failure to do so would have a material adverse
effect on its business or financial condition.
(f) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary limited liability company action of Developer
and constitute the valid and binding obligations of Developer enforceable in
accordance with their terms, subject only to applicable bankruptcy, insolvency,
reorganization, moratorium, general principles of equity, and other similar laws of
general application affecting the enforceability of creditors' rights generally.
(g) The execution, delivery, and performance of Developer's
obligations pursuant to this Agreement will not violate or conflict with Developer's
articles of organization or operating agreement or any indenture, instrument or
agreement by which Developer is bound, nor will the execution, delivery, or
performance of Developer's obligations pursuant to this Agreement violate or
conflict with any law applicable to Developer or the Project.
(h) There is no litigation or proceeding pending or threatened against
or affecting Developer or the Project that would adversely affect the Project or
Developer or the enforceability of this Agreement, the ability of Developer to
complete the Project or the ability of Developer to perform its obligations under this
Agreement.
(i) No default, or event which with the giving of notice or lapse of
time or both would be a default, exists under this Agreement, and Developer is not in
default (beyond any applicable period of grace) of any of its obligations under any
other agreement or instrument entered into in connection with the Project.
CD The members of Developer will not sell, transfer, conveyor
encumber their respective interests in Developer. Andev, LLC shall at all times
during the term of this Agreement be the managing member of Developer and hold a
majority limited liability company interest in Developer. Developer agrees that at all
times during the term of this Agreement, Dan Anbar shall be the managing member
of Andev, LLC and have sole management and control over the day-to-day
operations of Developer and the Project and there shall be no amendment or
modification to the formation documents of Developer or Andev, LLC which would
in any way modify or change such management and control of Developer by Dan
Anbar.
(k) Developer shall not sell, convey, assign, or otherwise transfer or
encumber the Project or the operation and management of the Project.
(1) Developer will conform and comply with, and will cause the
Project to be in conformance and compliance with all applicable federal, state, local
and other laws, rules, regulations and ordinances, including without limitation, all
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zoning and land division laws, rules, regulations and ordinances, all building codes
and ordinances of the City and County, all environmental laws, rules, regulations and
ordinances and all applicable securities laws, rules, regulations and ordinances and
the approved CUP/PDgoverning the Project Site. Developer covenants that it will
perform and observe the covenants contained in, and the Project will conform and
comply with, the covenants, restrictions, documents or instruments governing the
Project Site and/or the TIF District.
(m) Developer will not, without City's prior written consent, change
the uses of the Proj ect.
(n) Developer shall:
(i) As soon as possible and in any event within five (5)
business days after receiving notice of the occurrence of any default, notify City in
writing of the action which is being taken or proposed to be taken by Developer with
respect thereto.
(ii) Promptly notify City of the commencement of any
litigation or administrative proceeding that would cause any representation and
warranty or covenant of Developer contained in this Agreement to become untrue in
any material respect.
(iii) Notify City, and provide copies, immediately upon receipt,
of any notice, pleading, citation, indictment, complaint, order or decree from any
federal, state or local government agency or regulatory body, asserting or alleging a
circumstance or condition that requires or may require a financial contribution by
Developer or an investigation, clean-up, removal, remedial action or other response
by or on the part of Developer under any environmental laws, rules, regulations or
ordinances or which seeks damages or civil, criminal or punitive penalties from or
against Developer for an alleged violation of any environmental laws, rules,
regulations or ordinances.
(0) It is the intention of Developer and the City that the sole business
of Developer shall be the ownership and operation of the Project, the leasing and
operation of the Project, and the management of the Project and Developer covenants
. that it will take no action inconsistent with such intention, including without
limitation the acquisition of real or personal property unrelated to the Project,
investment in the assets or stock of any other person, joining with any other person
in any partnership or joint venture or the creation or incurring of indebtedness
unrelated to the Project.
(p) Developer will payor cause to be paid prior to delinquency all
federal, state and local taxes in connection with the Project. Developer will pay
when due all operating expenses in connection with the Project.
(q) During the term of this Agreement, Developer will provide the
City's financial advisors for review by the City, on or before ninety (90) days
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following the end of each calendar year, year-end financial statements for the
Project, Developer and each Guarantor, including balance sheets and income
statements, all in the same form as provided to the Project Lender, or if not required
by the Project Lender, in a form acceptable to the City. All financial statements shall
be certified to by Developer's auditor and/or accountant, and by Developer and in
the case of the Guarantors' statements, the respective Guarantor.
(r) Developer shall have in effect at all times, all permits, approvals
and licenses as may be required by any governmental authority or non-governmental
entity in connection with the development, construction, management and operation
of the Project.
(s) Except for the Project Lender's loan, Developer will not incur,
create, assume, permit to exist, guarantee, endorse or otherwise become directly or
indirectly or contingently responsible or liable for any indebtedness. The word
"indebtedness" in the preceding sentence shall mean any liability or obligation of
Developer (a) for borrowed money or for the deferred purchase price of property or
services (excluding trade obligations incurred in the ordinary course of business); (b)
as lessee under leases that have been or should be capitalized according to generally
accepted accounting principles; (c) evidenced by notes, bonds, debentures or similar
obligations; (d) under any guaranty or endorsement (other than in connection with
the deposit and collection of checks in the ordinary course of business), and other
contingent obligations to purchase, provide funds for payment, supply funds to invest
in any entity, or otherwise assure a creditor against loss; or (e) secured by any
security interest or lien on assets of Developer, whether or not the obligations
secured have been assumed Developer.
(t) Except for the mortgage securing the Project Lender's loan,
Developer will not mortgage or otherwise place a lien or encumbrance on the Project
Site or the Project without first obtaining the City's consent, which consent the City
may grant or withhold in its sole'discretion.
(u) The Developer covenants that it will operate and manage the
Project and it will not assign or otherwise transfer operation or management of the
Project to any other person or entity without the consent of the City, which consent
the City may withhold in its sole discretion.
(v) The City may elect to close the transaction which is the subject of
this Agreement and the Development Agreement between the City, Health Care
REIT, Inc. and Developer, even though Developer has not made payments under
paragraph 5( q) above sufficient to cure all defaults under the Original Development
Agreement. If the City so elects, Developer shall pay any amounts not paid at
closing to cure all defaults under the Original Development Agreement on or before
30 days following the date hereof. It is understood and agreed by Developer that the
City's agreeing to close the transactions is not and should not be deemed to be a
waiver by the City of its rights with respect to receipt of payment in full of amounts
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needed to cure the defaults under the Original Development Agreement and
Developer is not released from any liability in connection therewith.
The representations and warranties contained herein shall be true and
correct at all times during the term of this Agreement. Developer shall comply with
all covenants contained herein at all times during the term of this Agreement.
7. Insurance. Developer shall maintain the following insurance policies
issued by insurers licensed in the State of Wisconsin, with a ratings and in the financial
size category of insurers of similar projects, with such policies (the "Insurance Policies")
covering loss by perils, hazards, liabilities and other risks and casualties and in such
amounts as may be reasonably required by the City:
(a) "All risks" property insurance insuring against such risks as are
insured against by owners of similar projects, in amounts equal to 100% replacement
cost of all buildings, improvements, fixtures, equipment and other real and personal
property constituting the Project with an extended replacement cost endorsement;
(b) During any construction at the Project, builder's risk insurance in
form and amounts reasonably satisfactory to the City;
(c) During the term of this Agreement, commercial general liability
insurance covered under a comprehensive general liability policy including
contractual liability in amounts maintained by owners of similar projects, and
insuring against bodily injury, including personal injury, death and property damage;
(d) During the term of this Agreement, worker's compensation
insurance in amounts meeting all statutory state and local requirements; and
(e) Such other insurance as may be reasonably requested by City.
Each Insurance Policy shall require the insurer to provide at least thirty (30) days prior
written notice to the City of any material change or cancellation of such policy. The City
shall be named as an additional insuredslloss payees on all policies of insurance except
worker's compensation insurance.
8. Damage/Destruction. Developer shall not be released from its liabilities
and obligations under this Agreement in the event of fire, damage or any other casualty to
any part of the Project.
9. Default. The occurrence of anyone or more of the following events shall
constitute a default ("Default") hereunder:
(a) Developer shall fail to pay any amounts due from it under this
Agreement on or before 30 days following the date when due; or
(b) Any representation or warranty made by Developer in this
Agreement, or any document or financial statement delivered by Developer pursuant
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to this Agreement, shall prove to have been false in any material respect as of the
time when made or given; or
(c) Developer shall breach or fail to perform timely or observe timely
any of its covenants or obligations under this Agreement, and such failure shall
continue for thirty (30) days following notice thereof from City to Developer (or
such longer period of time as is necessary to cure the default as long as Developer
has commenced the cure of the default within the 30-day period, is diligently
pursuing the cure of the default and as long as the default is cured not later than 60
days following the notice thereof from the City); or
(d) Developer or its members or any Guarantor shall: (i) become
insolvent or generally not pay, or be unable to pay, or admit in writing its/his
inability to pay, itslhis debts as they mature; or (ii) make a general assignment for the
benefit of creditors or to an agent authorized to liquidate any substantial amount of
itslhis 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 itlhim in bankruptcy or any similar proceeding,
or have such a proceeding commenced against itlhim, and such petition, application
or proceeding shall remain undismissed for a period of ninety (90) days or Developer
or any Guarantor shall file an answer to such a 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 itslhis assets or properties, or have a receiver or custodian
appointed for any of itslhis assets or properties, with or without consent, and such
receiver shall not be discharged within ninety (90) days after his appointment; or (vi)
adopt a plan of complete liquidation of itslhis assets; or
(e) If Developer or any Guarantor shall cease to exist or if any
Guarantor dies; or
(f) A default shall occur under any other loan or indebtedness of
Developer with respect to the Project, including without limitation, the Project
Lender's loan.
10. Remedies. Upon the occurrence of any Default, without further notice,
demand or action of any kind by the City, the City may, at its option, pursue any or all of
the rights and remedies available to the City at law andlor in equity andlor under this
Agreement against Developer and/or the Project. In addition, the City shall have the right
to suspend performance of any of its obligations or covenants under this Agreement.
Except as may be otherwise specifically set forth herein, no remedy herein
conferred upon the City is intended to be exclusive of any other remedy and each and
every such remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement, andlor now or hereafter existing at law or in equity. No
failure or delay on the part of the City in exercising any right or remedy shall operate as a
waiver thereof nor shall any single or partial exercise of any right preclude other or
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further exercise thereof or the exercise of any other right or remedy. Notwithstanding
any bfthe foregoing authorizations, the City shall have no duty or obligation whatsoever
with respect to any of the matters so authorized.
11. Costs. All reasonable fees, costs and expenses incurred by the City,
including attorneys fees and the fees of the City's financial advisors, in connection with
. the negotiation, preparation and enforcement of this Agreement, and all documents and
agreements executed in connection therewith, shall be paid by Developer. The Developer
shall pay all costs and expenses associated with the enforcement of the City's rights
against Developer under this Agreement, including without limitation the enforcement of
such rights in any bankruptcy, reorganization or insolvency proceeding involving
Developer or any of its members or any Guarantor. Any and all such fees, costs and
expenses incurred by the City which are to be paid by the Developer, shall be paid by
Developer to the City on demand.
12. City'sl Authority's Right to Cure Default. In case of failure by
Developer to procure or maintain insurance, or to pay any fees, assessments, charges or
taxes arising with respect to the Project or to comply with the terms and conditions of this
Agreement or any other document, contract or agreement affecting the Project, including
without limitation, the terms and conditions of any documents governing the Project
Lender's loan, the City shall have the right, but shall not be obligated, to obtain such
insurance or pay such fees, assessments, charges or taxes or take such action as is
necessary to remedy the failure of Developer to comply with the documents, contracts or
agreements affecting the Project, and, in that event, the cost thereof shall be payable by
Developer to the City.
13. Parking, Developer understands and agrees that it shall be Developer's
obligation to provide adequate parking for the Project complying with all applicable laws,
rules, regulations and ordinances, at Developer's cost and expense.
14. Sign age. All signage installed at the Project must comply with all
applicable laws, rules, regulations and ordinances. All signage shall be maintained,
repaired and replaced as necessary by Developer, at its expense.
15. Real Estate Taxes and Assessments. Developer agrees to pay timely to
the City generally applicable property taxes assessed and levied by the City in connection
with the Project under its applicable property tax laws, rules, rates, regulations and
ordinances in effect from time to time. Nothing in this Agreement shall impair any
statutory rights of the City with respect to the assessment, levy, priority, collection and/or
enforcement of real estate and personal property taxes. In addition, Developer agrees to
pay timely to the City all special assessments as may be assessed or levied in connection
with the Project under the applicable special assessment laws, rules, regulations,
ordinances and rates in effect at the time said special assessments are assessed or levied.
Developer agrees that it will not sell, lease, assign or otherwise transfer or convey any
interest in the Project or the Project Site to a person or entity exempt from general
property taxation or in a mariner which would cause all or any portion of the Project or
the Project Site to be exempt from general property taxation (the "Tax-Exempt
QBMKE\6079730.9
13
Covenant"). This Tax-Exempt Covenant shall be in effect during the term of the TIF
District. This Tax-Exempt Covenant will run with the Project Site and the Project and
will bind all owners in title to the Project Site and the Project during the term of the Tax-
Exempt Covenant. In the event the Project or Project Site is no longer exempt from
general property taxation or if a court finds this Tax-Exempt Covenant is not valid or
enforceable or if for any reason the Tax-Exempt Covenant is terminated, then Developer
and its successors and assigns shall make a payment in lieu of taxes to the City as
required from time to time by the City. Nothing contained in this paragraph 15 shall limit
Developer's right under applicable laws, rules, regulations and ordinances to challenge
any tax assessment related to the Project Site and the Project; provided, however, a
reduction in any tax assessment shall not relieve Developer from its obligation to make
the Minimum Real Estate Tax Payment in the amounts set forth on Exhibit D.
16. Indemnifications. Developer hereby indemnifies, defends, covenants not
to sue and holds the City harmless from and against all loss, liability, damage and
expense, including attorneys' fees, suffered or incurred by the City in any way in
connection with the Project or the Project Site, including without limitation: (a) the
failure of Developer or its contractors, subcontractors, agents, employees, or invitees to
comply with any environmental law, rule, regulation or ordinance, or any order of any
regulatory or administrative authority with respect thereto; (b) any release by Developer
or its contractors, subcontractors, agents, employees, or invitees of petroleum products or
hazardous materials or hazardous substances on, upon or into the Project; (c) any and all
damage to natural resources or real property or harm or injury to persons resulting or
alleged to have resulted from any failure by the Developer andlor its contractors,
subcontractors and/or agents to comply with any law, rule, regulation or ordinance or any
release of petroleum products or hazardous materials or hazardous substances as
described in clauses (a) and (b) above; (d) any violation by Developer at the Project or
the Project Site of any environmental law, rule, regulation or ordinance; (e) claims arising
under the Americans With Disabilities Act, and any other laws, rules, regulations or
ordinances; (f) the failure by Developer to comply with any term or condition of this
Agreement; (g) injury to or death of any person at the Project andlor injury to any
property resulting from the Project; and .(h) the failure of Developer to maintain, repair or
replace, as needed, any portion of the Project.
The terms "hazardous substances" means any flammable explosives, radioactive
materials, hazardous wastes, toxic substances, or related materials, including without
limitation, any substances defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "toxic substances" under any
applicable federal or state or local laws or regulations.
17. Fire and Safety Hazards. Developer agrees that the Project will conform
with all fire and safety standards specified by applicable law.
18. Nondiscrimination. The City and Developer agree that the Project shall
not be sold to, leased or used by any party in a manner to permit discrimination or
restriction on the basis of race, creed, ethnic origin or identity, color, gender, religion,
marital status, age, handicap or national origin, and that the construction and operation of
QBMKE\6079730.9
14
the Project shall be in compliance with all laws, rules, regulations and ordinances relating
to discrimination or any of the foregoing.
19. No Personal Liability. Under no circumstances shall the City or any
council person, officer, official, director, attorney, employee or agent of the City have
any personal liability arising out of this Agreement, and no party shall seek or claim any
such personal liability.
. 20. City Authorization. The execution of this Agreement by the City was
authorized by Resolution 07-f!fJ ofthe City's Common Council dated Mrrch 13, 2007
21. Staff Approval. Except for this Agreement, all other documents and
agreements that require approval by the City in connection with this Agreement or the
Project shall be approved by a staff person designated by the City or Authority.
22. Security for Obligations. (a) Upon acquisition of the Project Site and
improvements thereon by the Developer, Developer will deliver to City a mortgage on
the Project Site and Project, and Developer will cause Parklane Place, LLC to deliver a
mortgage on the Future Development Site, all to secure the obligations of Developer
under this Development Agreement. The mortgagees) shall be in form and content
acceptable to the City. The mortgage on the market rate apartments and doctors' offices
can be subordinate to one or more mortgage loan(s) on the market rate apartments and
doctors' offices, as long as the aggregate loan to value ratio is not greater than 75 % and
as long as the other terms of the subordination are acceptable to the City. The proceeds
of the mortgage loan on the market rate apartments and doctors' offices to which the
City's mortgage is subordinate must be used for acquisition and development of the
market rate apartments and doctors' offices. The mortgage on the Future Development
Site can be subordinate to one or more mortgage loan(s) on the Future Development Site,
as long as the aggregate loan to value ratio is not greater than 75 % and as long as the
other terms of the subordination are acceptable to the City. The proceeds of the mortgage
loan on the Future Development Site to which the City's mortgage is subordinate must be
used for acquisition and development of the Future Development Site.
(b) Simultaneously with the execution of this Agreement, Developer and Parklane
Place, LLC and their principals (as determined by the City) will deliver a guaranty to the
City ofthe obligations of Developer under this Development Agreement, including a
guaranty of payment of the $800,000 debt to the City, to be paid by Developer through
the Minimum Real Estate Tax Payments. The guaranty shall be in form and substance
acceptable to the City.
(c) Simultaneously with the execution of this Agreement, Developer and its
principals shall deposit $100,000.00 in an escrow account with a financial institution of
City's choice. The City shall be permitted to make withdrawals from the cash deposit in
the escrow account in the event of a default under this Development Agreement. The
escrow account shall be in an account in the name of the City only, and no person or
entity other than the City shall have the right to make any withdrawals from said account.
QBMKE\6079730.9
15
The only condition to the City's making a withdrawal from the escrow account is the
delivery to the financial institution holding the cash deposit of a certificate signed by the
City stating that a default has occurred underthis Agreement. If the City makes a
withdrawal from the escrow account, the City shall use said amount to reimburse the City
first, for all costs and expenses incurred by the City in connection with the default and
then to cure the default under this Agreement. In the event the City withdraws any of the
cash held in the escrow account, Developer shall, or shall cause its principals to,
replenish the amount so disbursed from the escrow account, it being understood that at no
time shall the cash held in the escrow account be less than $100,000.00.
The City agrees that it shall be restricted in the exercise of its rights with respect to the
collateral described in paragraphs 22 (a), (b) and (c) above to the following order: the
City will first make withdrawals from the cash deposited in the escrow account pursuant
to paragraph 22( c); if there are no amounts remaining in the escrow account, then the
City shall have the right to foreclose on either or both of its mortgages, in such order as
the City may choose; and following a sale of Project, the City shall have the right to seek
payment of any remaining deficiency judgment from any of the Guarantors.
23. Proiect Lender's Loan Subordination. The Developer shall cause the
Project Lender to enter into a subordination agreement with the City, under the terms of
which the Project Lender's loan shall be subordinated to this Development Agreement, on
terms and conditions acceptable to the City.
24. Miscellaneous.
(a) Except as otherwise specifically set forth herein, the respective
rights and liabilities of City and Developer under this Agreement are not assignable
or delegable, in whole or in part, without the prior written consent of the other party.
The provisions of this Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the parties.
(b) No waiver, amendment, or variation in the terms of this Agreement
shall be valid unless in writing and signed by the City and Developer, and then only
to the extent specifically set forth in writing.
(c) All agreements, representations, warranties, covenants, liabilities
and obligations made in this Agreement and in any document delivered pursuant to
this Agreement shall survive the execution and delivery of this Agreement at the
Closing;
(d) All communications or notices required or permitted by this
Agreement shall be in writing and shall be deemed to have been given (i) upon
delivery to an officer of the person entitled to such notice, if hand delivered, or (ii)
two business days following deposit in the United States mail, postage prepaid, or
with a nationally recognized overnight commercial carrier that will certify as to the
date and time of delivery, airbill prepaid, or (iii) upon transmission ifby facsimile,
QBMKE\6079730.9
16
. and each such communication or notice shall be addressed as follows, unless and
until any of such parties notifies the other in accordance with this Paragraph of a
change of address:
If to the City:
City of Oshkosh, Wisconsin
215 Church Avenue
Oshkosh, VVI 54903-1130
Attention: Jackson R. Kinney
Facsimile No.: (920) 236-5053
If to the Developer:
Parkside Place, LLC
899 Skokie Boulevard
Suite 204
Northbrook,IL 60062
Attention: Dan E. Anbar
Facsimile No.: (847) 509-8717
(e) This Agreement and the documents executed pursuant to this
Agreement contain the entire understanding of the parties with respect to the subject
matter hereof. There are no restrictions, promises, warranties, covenants or
undertakings other than those expressly set forth in this Agreement and the
documents executed in connection with this Agreement. This Agreement and the
documents executed in connection herewith supersede all prior negotiations,
agreements and undertakings between the parties with respect to the subject matter
hereof, including without limitation, the terms of the term sheet executed in
connection with the Project.
(f) This Agreement is intended solely for the benefit of Developer and
the City, and no third party (other than successors and permitted assigns) shall have
any rights or interest in any provision of this Agreement, or as a result of any action
or inaction of the City in connection therewith. Without limiting the foregoing, no
approvals given pursuant to this Agreement by Developer or the City, or any person
acting on behalf of any of them, .shall be available for use by any contractor or other
person in any dispute relating to any construction at the Project.
(g) This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin applicable to
contracts made and wholly performed within such state.
(h) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but such counterparts shall together constitute but
one and the same agreement. Facsimile signatures shall be deemed original
signatures for all purposes of this Agreement.
(i) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining
QBMKE\6079730.9
17
provisions of this Agreement in such jurisdiction or affecting the validity or
enforceability of any provision in any other jurisdiction.
(j) Nothing contained in this Agreement or any other documents
executed pursuant to this Agreement, shall be deemed or construed as creating a
partnership or joint venture between the City and Developer or between the City and
any other person, or cause the City to be responsible in any way for the debts or
obligations of Developer or any other person. Developer further represents, warrants
and agrees, for itself and its successors and permitted assigns, not to make any
assertion inconsistent with their acknowledgment and agreement contained in the
preceding sentence in the event of any action, suit or proceeding, at law or in equity,
with respect to the transactions which are the subject of this Agreement and this
paragraph may be pleaded and construed as a complete bar and estoppel against any
assertion by or for Developer and its successors and permitted assigns, that is
inconsistent with its acknowledgment and agreement contained in the preceding
sentence.
(k) Time is of the essence of each and every obligation or agreement
contained in this Agreement.
(1) This Development Agreement shall terminate on the expiration of
the maximum statutory life of the TIF District.
(m) A memorandum of this Agreement shall be recorded in the office
of the Register of Deeds ofWinnebago County, Wisconsin, prior to the recording of
any mortgage on Project (other than the Project Lender's mortgage which will be
subordinated to this Agreement), it being understood by the parties that until
termination of this Agreement as set forth in subparagraph (1) above, this Agreement
will run with the land and will be binding upon the Project Site and the Project and
any owner andlor lessee andlor mortgagee of all or any portions of the Project Site
and the Project and their successors and assigns.
(n) The headings in this Agreement are for reference only and are not
intended to modify any of the terms and conditions of this Agreement.
(0) Nothing contained in this Agreement is intended to or has the
effect of releasing Developer from compliance with all applicable laws, rules,
regulations and ordinances in addition to compliance with all terms, conditions and
covenants contained in this Agreement.
(p) This Agreement is the product of negotiation among all of the
parties hereto and no term, covenant or provision herein or the failure to include a
term, covenant or provision shall be construed against any party hereto solely on the
basis that one party or the other drafted this Agreement or any term, covenant or
condition contained herein.
(q) The Future Development Site is not the subject of this
Development Agreement and any real estate tax payments made on account of those
QBMKE\6079730.9
18
portions of the Future Development Site other than the Longfellow Site shall not be
credited against the Minimum Real Estate Tax Payment required to be made hereunder.
Any development on the Future Development Site will be in accordance with all
generally applicable laws, rules, regulations and ordinances. Any tax increment created
from the Future Development Site will not be available to offset any of the liabilities of
Developer under this Development Agreement; provided, however, tax increment from
the Longfellow Site will be applied as described in paragraphs 3 and 4 above. The
Elderly Housing Project is not the subject of this Development Agreement and any real
estate tax payments made on account of the Elderly Housing Project shall not be credited
against the Minimum Real Estate Tax Payment required to be made hereunder.
(r) The Project Site and the Elderly Housing Site are described by
reference to the Certified Survey Map No.6103. Developer has requested that the
Certified Survey Map be amended after the Closing as shown on Exhibit C attached
hereto (the "May CSM"). If and when the May CSM shown on Exhibit C attached hereto
is approved by the City and recorded in the office of the Register of Deeds ofWinnebago
County, Wisconsin, then, without need of any further document or instrument, this
Development Agreement shall be automatically amended such that the legal description
of the Project Site shall be Lot 1 of the May CSM and the legal description of the Elderly
Housing Site shall be Lot 2 of the May CSM. Further, upon recording of the May CSM,
the term "Project Site" as used in this Agreement shall mean Lot 1 ofthe May CSM and
the term "Elderly Housing Site" as used in this Agreement shall mean Lot 2 of the CSM.
QBMKE\6079730.9
19
In Witness Whereof, this Agreement is executed as of the date first above
written.
APPROVED
~~~.
. OSMKOSH, WISCONSIN
City of Oshkosh, Wisconsin
B/7k'l ~
~\(\vtm-. A _ Wn\\a~k..City Manager
~..". .-..--- ~---" \
--~. -
<:::.",,-,~ . ,
.........\,.~ \
- I
Attest: }
'\% rl'-A(A . U.bFt 'y City
u
G. Personallyal'pea befof,,,,,,> thi.3teLday O~t;-2007, the above-named
\:::.~v0 1\ _ \;J"t~<:""and . ~lo-. <f.-~ I(~ , the Cit anager and City Clerk,
respectively, of the ity of Oshkosh, Wiscon . , to me known to be the persons who
executed the foregoing agreement on behalf of the City and by i~uthority. . " ." >
~O)~-~ ~JJ-'
Name:
Notary Public, State of WisconsiIl .j. .-
My Commission expires: 711 g; d.olO
QBMKE\6079730.9
20
Parkside Place, LLC, an Illinois limited
liability company
y lL.s .::r.
1-(ev-le.1
I
I/fft,Y4<e )
I "'- - Fi,..<::..f
By:
Name:
Title:
ST A TE OF WISCONSIN )
)ss.
'l)1 f\.~O COUNTY )
~~Ptrs~nallY a eared before me this5rcA.aay Of~lA6+ ,2007, the above-
name~ .\~'''. r Ah-cJ'\OSV\."T A~.l:.;rofPark ide Place, LLC, an Illinois
limited liability c mpany, to me known to be the person who executed the foregoing
agreement on behalf of said limited liability company and by its auth~.y y..
W~r~
Name:
Notary Public, Stat. e of WiSCOnSj'n l
My Commission expires: '1 _lg _c90to
, i
This instrument was drafted by
and upon recording return to:
Ann K. Comer, Esq.
Quarles & Brady LLP
411 E. Wisconsin Avenue
Milwaukee, WI 53202
QBMKE\6079730.9
21
Exhibit A
(Certified Survey Map No. 6103)
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FORM NO. 9B5.A
9!tJ&.,.mmo'
CERTIFIED SURVEY MAP NO. (0 (03
SURVEYOR'S CERTIFICATE:
I, CHRISTOPERE. PERREAULT, REGISTERED WISCONSIN LAND SURVEYOR, CBRTIFY
THAT I HAVE SURVEYED. DIVIDED AND MAPPED ALL OF LOTS 1 THROUGH 20 IN CORBETTS
REPLAT, ALL OF LOTS 1 THROUGH 18 IN BLOCK 2 OF CARL HENNlNG'S ADDITION AND
THAT PART OF VACATED OAK STREET LYING EAST OF AND ADJACENT TO BLOCK 2 OF
CARL HENNIG'S ADDITION, LOCATED IN THE NORTHEAST ';4 OF THE NORTHEAST 1,4 OF
SECTION 24, TOWNSBJP 18 NORTH., RANGE 16 EAST, 11 TH WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:
COlvfMENCING AT THE NORTHWEST CORNER OF SECTION 24; TIffiNCE N89'43'25"E, 2641.27
FEET ALONG THE NORTH LINE OF THE NORTH\VEST ';4 OF SECTION 24 TO THE NORTH ';4
CORNER OF SECTION 24; THENCE CONTINUING N89'43 '25"E, 2642.06 FEET TO A POINT ON
THE NORTHERLY EXTENSION OF THE WEST RIGHT-OF-WAY LINE OF HAZEL STREET;
THENCE SOO'08'44"W, 540.17 FEET ALONG SAID EXTENSION TO THE SOUTHERLY RIGHT -OF-
WAY LINE .oF CLEVELAND AVENUE AND THE POINT OF BEGINNING; THENCE SOO'08'44"W,
448.02 FEET ALONG THE WEST RIGHT-OF- WAY LINE OF HAZEL STREET TO THE NORm
RIGHr-OF.-WA Y LINE OF EAST PARKWAY AVENUE; THENCE S89'40'46"W, 283.55 FEET
ALONG SAID NORm RIGHT -OF- WAY LINE; THENCE S89'36'38"W, 66.00 FEET ALONG SAID
NORTHRIGHr-OF-WAYLINE; THENCE S89'47'38"W, 268.74FEET ALONG SAID NORTIIRIGHr-
OF-WAY LINE TO THE EAST RIGHT-OF- WAY LINE OF GROVE STREET; THENCE NOO'25'22"W,
449.45 FEET ALONG SAID EAST RIGHT -OF-WAY LINE TO THE SOUTH RIGHr-OF- WAY LINE OF
CLEVELAND AVENUE; THENCE N89'49'52''E, 268.23 FEET ALONG SAID SOtJTHRIGHT-OF-
WAY LINE; TIffiNCEN89'55'04"E; 66.00 FEET ALONG SAID SOUTH RlGHT-OF-WAY LINE;
THENCE N89'51 '40''E, 288.51 FEET ALONG SAID SOUTHRIGHT-OF- WAY LINE TO THE POINT
OF BEGlNNING. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD.
THAT I HAVE MADE SUCH SURVEY UNDER THE DIRECTION OF BEN GANTHER, 4825 C.T.H.
"A", OSHKOSH, WISCONSIN 54902. . .
THAT THIS MAP IS A CORRECT REPRESENTATION OF THE EXTERIOR BOUNDARY LINES
OF THE LAND SURVEYED. .
THAT I HAVE FULLY COMPLlED WITH THE PROVISIONS OF CHAPJER 236.34 OF THE
WISCONSIN STATUTES AND THE SUBDMSION ORDINANCE OF THE CITY OF OSHKOSH.
~,,'''\\\\\\I''II
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,- ..1\ ,............ ~/A -"II.
-....\~.II.' ......~ ~
l CHRIS'lOPHER E.\. ~
'* f PERREAULT \ '* ~
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C STOPHER. PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., INC.
615 N. L YNNDALE DRIVE, P.O. BOX 1297
APPLETON, WISCONSIN 54912.1297
PHONE: (920)731-4168
A074.11 (cp-bwRFR) 5-30-07
PLAN COMMISSION CERTIFICATE:
THIS CERTIFIED SURVEY :MAP WAS APPROVED BY THE PLAN COMMISSION OF THE CITY
OF OSHKOSH ON THIS 2frv...DA Y OF \, AIlE:- ,2007.
~ ~y~/~ /.
pRlNcfAL PLANNER~OSHKOSH
TREASURER CERTIFICATE:
I 'HEREBY CERTIFY THAT THERE ARE NO UNPAID TAXES OR UNPAID SPECIAL
ASSESSMENTS ON ANY OF THE LAND INCLUDED ON THIS CE TIFIED SURVEY:MAP.
A~r~w2~rdc tt~. 'C'oWr~ REASURER
SHEET 2 OF 3 SHEETS
FORM ~O. ~Bs:A
!:i!!t!-.s.""mar
. CERTIFIED SURVEY MAP NO. Ie t 1) ~
CORPORATE OWNER'S CERTIFICATE OF DEDICATION:
GITcm GUMEE, LLC, A LIMTED LIABILITY COMPANY DULY ORGANIZED AND
EXISTING UNDER AND BY VIRTUE OF THE LAWS. OF THE STATE OF WISCONSIN, AS OWNER,
DOES HEREBY CERTIFY THAT SAID LIMTED LIABILITY COMPANY CAUSED THE LAND
DESCRIBED ON THIS CERTIFIED SURVEY MAP TO BE SURVEYED, DIVIDED AND MAPPED AS
REPRESEN1ED ON TBIS CERTIFIED SURVEY MAP.
GITcm GUMEE, LLC, DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS
REQUIRED BY S.236.10 OR S. 236.12 TO BE SUB:MITTED TO THE FOLLOWING FOR APPROVAL:
CITY OF OSHKOSH.
IN WITNESS WHEREOF, THE SAID GITCHI GUMEE, LLC HAS CAUSED THESE PRESENTS
TO BE SIGNED BY BEN GAN~ IT'S MANAGING MEMBER AT OSHKOSH, WISCONSIN, ON
THIS 271r- DAY OFJ (A,...e.. ,2007.
IN THE PRESENCE OF:
GITCHI GUMEE, LLC by
B~'~~GMEMBER
STATE OF WISCONSIN)
) SS
'WINNEBAGO COUNTY)
PERSONALLY CAME BEFORE ME THIS ..27,11- DAY OF ~N2-- ,2007,
BEN GANTHER, MANAGING MEMBER OF THE ABOVE NAMED LIMTED LIABILITY COMPANY,
TO ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOING INSTRUMENT, AND
TO ME KNOWN TO BE SUCH MANAGING MEMBER OF SAID LIMTED LIABILITY COMPANY,
AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSTRU1vffiNT AS SUCH
MANAGING MEl\.1BER AS THE DEED OF SAID LJMTED LIABILITY COMPANY, BY ITS
Ay' VM
NOTARYP~
MY COMrY.rrSSION EXPIRES \f:e:>/CtMMG>...;f-
SHEET 3 OF 3 SHEETS
"",,,'''mllllll
_.::-..." SCON",'II'I,
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CHRISTOPHER . PERREAULT, RLS-2249 DATED
CAROWLANDSURVEYlNGCO.,IN~-l::O ::0'-' IS> :.;:
615 N. L YNNDALE DRIVE, P.O. BOX ~~ &.11= ~ t;jf,g ~'APPLETON, WISCONSIN 54912-1297 'rlffi~ ~~~ ::og;jS .I:-
PHONE: (920)731-4168 ~~~ ~d 8~~ vJ
A074.11(cp-bwRFR)5-30-07 !)i'rlCl o~.~ 60~ tD
~~ 'rlr-"b- ~BtrJ--J
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Exhibit B
(Longfellow School Site)
QBMKE\6079730.9
Future Development Site
)
\.
I'ARKSIDE PLACE PHASE THREE
)
CLEVELAND STREET
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w.rh, MA. STER srn: PL~"l. CONT.
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MASTER SITE PLAN
PARKSIDE PLACE PHASE THREE
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RESIDENT ROOM
. COMMON AREAS
~..~~~. RETAIL
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o CIRCULATION
VERTICAL ClRCULATlOIll
f2Bill SUl'PORT AREAS
o EXISTING
A MARKET RATE APARTMENTS !DOCTOR'S OFFllCE
B LONGFELLOW SCHOOL DEVELOPMENT SITE
C ElDERLY HOUSING DEVELOPMENT SITE
o FUTURE TOWNHOUSE DEVELOPM ENT SITE
FEBRUARY 28. 2007
MAR T r N IGANTHER '."""'~""'-""; ~Alu"l!!"UleR..
GR0VP . ~. m.~~~
ArchitectUR. prolect Development ~::::.',':::,,,'.'.'~ CCN5mUcnoN
Ct"'~'!t.;l.l!} !,''''l \~,I,\'fr~, C',,~,!t;~ ~>",'1'.!'l". I. SINCE"t:900
Exhibit C
(May CSM)
QBMKE\6079730.9
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FORM NO. 9B5-A
iiiiH.c.mmc:r
;:,;;......
CERTIFIED SURVEYMAP NO.
SURVEYOR'S CERTIFICATE:
I, CHRISTOPER E. PERREAULT, REGISTERED WISCONSIN LAND SURVEYOR, CERTIFY
THAT I HAVE SURVEYED, DIVIDED AND MAPPED ALL OF LOTS 1 THROUGH 20 IN CORBETTS
REPLA T, ALL OF LOTS 1 THROUGH 18 IN BLOCK 2 OF CARL BENNING'S ADDITION AND
THAT PART OF VACATED OAK STREET LYING EAST OF AND ADJACENT TO BLOCK 2 OF
CARL HENNIG'S ADDITION, LOCATED IN THE NORTHEAST V4 OF THE NORTHEAST V4 OF
SECTION 24, TOWNSHIP 18 NORTH, RANGE 16 EAST, 11m WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SECTION 24; THENCE N89"43'25"E, 2641.27
FEET ALONG THE NORTH LINE OF THE NORTHWEST '!4 OF SECTION 24 TO THE NORTH '!4
CORNER OF SECTION 24; THENCE CONTINUING N89.43'25"E, 2642.06 FEET TO A POINT ON
THE NORTHERLY EXTENSION OF THE WEST RIGHT -OF-WAY LINE OF HAZEL STREET;
THENCE SOO.08'44"W, 540.17 FEET ALONG SAID EXTENSION TO THE SOUTHERLY RlGHT -OF-
WAY LINE OF CLEVELAND AVENUE AND THE POINT OF BEGINNING; THENCE SOO.08'44"W, .
448.02 FEET ALONG THE WEST RlGHT-OF- WAY LINE OF HAZEL STREET TO THE NORTH
RIGHT -OF~ WAY LINE OF EAST P ARKW A Y AVENUE; THENCE S89. 40' 46"W, 283.55 FEET
ALONG SAID NORTHRIGHI':'OF-WAY LINE; THENCE S89"36'38"W, 66.00 FEET ALONG SAID
. NORTH RIGHI-OF-WAY LINE; THENCE S89"47'38"W, 268.74 FEET ALONG SAID NORTH RIGHI-
OF- WAY LINE TO THE EAST RIGHI -OF-WAY LINE OF GROVE STREET; THENCE NOO.25'22"W,
449.45 FEET ALONG SAID EAST RIGHT -OF-WAY LINE TO THE SOUTH RIGHI-OF-W A Y LINE OF
CLEVELAND AVENUE; THENCE N89.49' 52"E, 268.23 FEET ALONG SAID SOUTH RIGHI -OF-
WAY LINE; THENCE N89"SS'04"E; 66.00 FEET ALONG SAID SOUTH lUGHT-OF-W A Y LINE;
TBENCE N89'51 '40"E, 288.51 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE TO THE POINT
OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD. .
THAT I HAVE MADE SUCH SURVEY UNDER THE DIRECTION OF BEN GANTHER, 4825 C.T.H.
"A", OSHKOSH, WISCONSIN 54902.
THAT THIS MAP IS A CORRECT REPRESENTATION OF THE EXTERIOR BOUNDARY LINES
OF THE LAND SURVEYED.
THAT I HAVE FULLY CO:MPLIED WITH THE PROVISIONS OF CHAPTER 236.34 OF THE
WISCONSIN STATUTES AND THE SUBDIVISION ORDINANCE OF THE CITY OF OSHKOSH.
",,"'\\\\\\\\1111
"" CON .""
" ...\\S............{y,A ~II",
~"'.l't. .... .-" ~
/CHR1STOPHERE.\ \
. . ~
.A. i PERREAULT \ -L ~
F( \ 8-2249 1 w ~
, APPLETON. lJ'>. E
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11\11\\\\\\~'
4:AU--- ~-7t.07
C STOPHER. PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., INC.
615N: LYNNDALEDRIVE,P,O. BOX 1297
APPLETON, WISCONSIN 54912-1297
PHONE: (920)731-416&
A074.11 (cp-bwRFR) 5-30-07
PLAN COMMISSION CERTIFICATE:
THIS CERTIFIED SURVEY MAP WAS APPROVED BY THE PLAN COlv1MISSION OF THE CITY
. OF OSHICOSH ON THIS DAY OF ,2007.
PRINCIPAL PLANNER, CITY OF OSHICOSH
TREASURER CERTIFICATE:
I HEREBY CERTIFY THAT THE~ ARE NO UNPAID TAXES OR UNPAID SPECIAL
ASSESSMENTS ON ANY OF THE LAND INCLUDED ON THIS CERTIFIED SURVEY MAP.
CITY TREASURER
DATED COUNTY TREASURER
DATED
SHEET 2 OF 3 SHEETS
BEN GANTHER, MANAGAING MEMBER
STATE OFWISCONSlN)
) SS
WINNEBAGO COUNTY)
PERSONALLY CAME BEFORE ME THIS _ DAY OF .2007,
BEN GANTBER. MANAGING MEMBER OF THE ABOVE NAMED LIMTED LIABILITY COMPANY,
TO ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOING INSTRUMENT, ANI)
TO ME KNOWN TO BE SUCH MANAGING MEMBER OF SAID LIMTED LIABILITY CO:MP ANY:
AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSTRUMENT AS SUCH
MANAGING MEMBER AS THE DEED OF SAID LIMTED LIABILITY CO:MP ANY, BY ITS
AUTHORITY, .
NOTARY PUBLIC
MY COMMISSION EXPIRES
........,"'\\\\\\\111
''''~SCON 11"1/
~ ~\\ ............~/A -'lit
E ~--:..... ....:. v ~~
;: :' CHRISTOPHER E. "'. ~
g,* f PERREAULT -; --t:{ ~
-; i 5-2249 :' :;
~ .... APPLETON, l E
J".. .". "0_ \AIIC' _00" ~Q:- ;;
FORM NO. 9B5-A
::l!!!!!,c;.ffilllor
CERTIFIED SURVEY MAP NO.
CORPORATE OWNER'S CERTIFICATE OF DEDICATION:
GITCill GUMEE, LLC, A LlMTED LIABILITY CO:MPANY DULY ORGANIZED AND
EXISTING UNDER AND BY VIR11JE OF THE LAWS OF THE STATE OF WISCONSIN, AS OWNER,
DOES HEREBY CERTIFY THAT SAID LIMTED LIABILITY CO:MPANY CAUSED THE LAND
DESCRIBED ON THIS CERTIFIED SURVEY MAP TO BE SURVEYED, DIVIDED AND MAPPED AS
REPRESENTED ON THIS CERTIFIED SURVEY MAP.
GITCHI GUMEE, LLC, DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS
REQUIRED BY S.236.1O OR S. 236.12 TO BE SUBMITTED TO THE FOLLOWING FOR APPROVAL:
CITY OF OSHKOSH.
IN WITNESS WHEREOF, THE SAID GITCHI GU11BE, LLC HAS CAUSED THESE PRESENTS
TO BE SIGNED BY BEN GANTHER, IT'S MANAGING :MEMBER AT OSHKOSH, WISCONSIN, ON
TillS DAY OF ' 2007.
IN THE PRESENCE OF:
GITCHI GUMEE, LLC by
BEN GANTHER, MANAGAING MEMBER
STATE OF WISCONSIN)
) SS
'WINNEBAGO COUNTY)
PERSONALLY CAME BEFORE ME THIS _ DAY OF ,2007,
BEN GANTHER, MANAGING ME14BER OF THE ABOVE NAMED LIMTED LIABILITY CO:MP ANY,
TO ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOING INSTRUMENT, AND
TO ME KNOWN TO BE SUCH MANAGING MEMBER OF SAID LIMTED LIABILITY CO:MP ANY,'
AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSTRUMENT AS SUCH
MANAGING MEMBER AS THE DEED OF SAID LIMTED LIABILITY CO:MP ANY, BY ITS
AUTHORITY, .
NOTARY PUBLIC
MY COMMISSION EXPIRES
:\.""\.\'\\\\\\\111
'''''~SCON 11'111
$' _\\ ......... {yIA III
ff ~~....., .......; v I,;;.,
E / CHRISTOPHER E. ..... ~~
::: : PERRO'" 'T . '~
:::-A..: <:J\U~ :*:::
~ H i S-2249 E ~
~ .... APPLETON,./ ,~
-:- ( . WS ' ~ -,
II .., ", I. "'0 :=
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Ir'lll SUp.-.J """,
11\\\\\\\\"","
5 . -:3 1- 07
~ '
CHRISTOPHER . PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., INC.
615 N. LYNNDALEDRIVE,P.O. BOX 1297
APPLETON, WISCONSIN 54912-1297
PHONE: (920)731-4168
A074.11 (cp-bw RFR) 5-30-07
SHEET 3 OF 3 SHEETS
-~-Ib20--~_nn-
2021
2022
2023
n -~64~T-g-5~mr--nn ,,_n n
$64,195.00
$64,195.00
$64,195.00
~
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
QBMKE\6079730,9
Exhibit D
(Minimum Real Estate Tax Payment)
Minimum Real Estate Tax Payment
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
$64,195.00
-25-