HomeMy WebLinkAboutDevelopment Agreement CRL LLC
DEVELOPMENT AGREEMENT
Document Number
Docnment Title
Development Agreement between the City of Oshkosh, Wisconsin,
, a Wisconsin municipal corporation, and CRL LLC, an Illinois
limited liability company, for rehabilitation of a portion of the former
Mercy Hospital site for an elderly housing project, on Lot 2 of CSM
No. 6103, Doc. No. 1439759, Register of Deeds, lith Ward,
City of Oshkosh, Winnebago CQunty, Wisconsin
Drafted by:
Warren P. Kraft
City Attorney
Oshkosh, WI
Cdj~L
1449216,
REGISTER'S OFFICE
WINNEBAGO COUNTY WI
RECORDED ON '
09/26/2007 09:49AM
JULIE PAGEL
REGISTER OF DEEDS
RECORDING FEE
TRANSFER FEE
# OF PAGES
Recordin!>: Area
Name and Return Address
City Attorney's Office
Oshkosh, WI 54902-1130
911-0374-0000
Parcel Identification No.
127.00
59
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Development Agreement A +
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This Development Agreement is made this ~ day of J.wk; 2007, by and
between the City of Oshkosh, Wisconsin, a Wisconsin municipal corporation and CRL,
LLC, an Illinois limited liability company.
Recitals
(i) Health Care REIT, Inc. intends to acquire certain land described on
Exhibit A attached hereto and the improvements located thereon, which are part of the
former Mercy Hospital site.
(ii) Health Care REIT, Inc. and CRL, LLC intend to rehabilitate the Project
Site and to create an elderly housing development at the site.
(iii) The City previously established a tax increment district for the
rehabilitation of the site and the City of Oshkosh intends to issue a tax increment revenue
bond for the benefit of CRL, LLC.
(iv) 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
rehabilitation of the site and the issuance of the tax increment revenue bond.
(
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. Project Overview. 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. The Original Developer completed
the market rate apartments and doctors' offices but has been unable to complete the rest
of the original project. CRL, LLC, has approached the City and asked that the City enter
into negotiations for the development of an elderly housing project on the land shown as
Lot 2 of Certified Survey Map No. 6103, attached as Exhibit A attached hereto (the
"Project Site"). Health Care REIT, Inc. will enter into an operating lease with CRL,
LLC, which will in turn enter into an operating sublease with Bella Vista-CRL, LLC, an
Illinois limited liability company, an affiliate of CRL, LLC, under the terms of which
Bella Vista-CRL, LLC would operate the elderly housing facility.
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, oris under common control with, Owner or
Developer or Operator; or (ii) a person or entity that directly or indirectly beneficially
owns or holds any ownership interest in Owner or Developer or Operator; or (iii) any
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entity in which Owner or Developer or Operator or any member of Owner or Developer
or Operator has an ownership interest; or (iv) any person or entity that is an officer or
director or member of Owner or Developer or Operator. 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) "Available Tax Increment" means an amount calculated as of
January 1 of each year equal to 87.5% of the following figure: (i) the annual gross tax
increment revenue actually received and retained by the City which is generated in the
calendar year immediately preceding the calendar year in which the calculation is made
by improvements made after January 1,2007 to the Project Site, minus (ii) 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 this Development Agreement for such immediately
preceding calendar year in an amount up to $5,000.00, adjusted by an inflation factor of
2.5% per year.
(c) "City" means: The City of Oshkosh, Wisconsin, a Wisconsin
municipal corporation, its successors and assigns.
(d) "Closing" means: The acquisition by the Owner of the Project Site
and the improvements thereon.
(e) "Closing Date" means: The date on which the Owner acquires the
Project Site.
(f) "Completion Date" means: September 30, 2008.
(g) "Developer" means: CRL, LLC, an Illinois limited liability
company, its successors and assigns.
(h) "Future Development Site" means the land shown as Lot 3 of
Certified Survey Map No. 6103 on Exhibit A attached hereto, and in addition the land
designated BID on Exhibit B attached hereto, and all improvements located thereon.
(i) "General Contractor" means: The general contractor hired by the
Developer or Operator to construct the Project under a guaranteed maximurn price
contract.
G) "Market Rate Apartments" means the market rate apartments and
doctors' offices constructed on Lot 1 of Certified Survey Map No. 6103 attached hereto
as Exhibit A.
(k) "Operator" means Bella Vista-CRL, LLC, an Illinois limited
liability company, its successors and assigns.
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(1) "Owner" means Health Care REIT, Inc., a Delaware corporation,
its successors and assigns.
(m) "Plans" means: Final detailed plans and specifications for the
Project which shall include, without limitation, the following: all improvements now
located or to be located on the Project Site, the footprint of all improvements and the
square footage of all improvements, all easements, pathways, exterior boundary lines,
walkways, parking and circulation areas, adjoining public streets and alleys, utilities,
exits and entrances, all signage, curbs, gutters, sidewalks, landscaping, medians and street
lighting, all materials to be used in construction, all interior and exterior finishes, the
nurnber and types of units, the nurnber of stories in the buildings and parking structures
or lots, building sections and elevations, description of room and space sizes, plan
arrangement of rooms and functional spaces, exterior elevations, the stacking of floors
and all construction elements, a narrative description of all structural systems, mechanical
systems, electrical systems and any specialty systems. The Plans for the Project must be
in sufficient detail to permit Owner and/or Developer on the one hand, and the General
Contractor on the other hand, to enter into a guaranteed maximum price construction
contract for the Project.
(n) "Project" means an elderly housing development comprised of the
following:
(i) A residential rental development of 139 residential
dwelling units comprised of the following: 28 assisted living units; 111 senior
housing units, of which 86 units are one-bedroom units and 25 units are two-
bedroom units; and
(ii) A parking structure providing 70 parking stalls and in
addition, 150 parking spaces located in surface area parking lots; and
(iii) A commercial development of approximately 248,231
square feet of space and associated parking; and
(iv) Landscaping of the Project Site; and
(v) Filling, grading, installation of utility services, installation
of roads, sidewalks, driveways, walkways, curbs and gutters and all other site
work as may be required in connection with the rehabilitation of the Project Site
and improvements thereon; and
(vi) Construction and installation of all other improvements as
may be required in order to comply with applicable zoning laws, rules, regulations
and ordinances and the approved CUPIPD in effect for the Project Site.
A detailed schedule of units and values for the residential development is set forth on
Exhibit D attached hereto.
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(0) "Project Architect" means: The architect hired by the Developer
or Operator to design the Project and to perform all other architectural services in
connection with the Project.
(P) "Project Cost Breakdown" means: A current completion and draw
schedule and cost breakdown of construction and non-construction cost items (i.e., a line-
item budget), clearly identifying development, construction, furnishing, equipping,
financing, contingency and all other direct and indirect costs of development,
construction and installation of the Project in accordance with the Plans for the Project, as
updated from time to time.
(q) "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.
(r) "Termination Date" means: The date described in paragraph
28(m) of this Agreement.
(s) "TIF District" mean: Oshkosh Tax Increment District No. 14.
(t) "TIF Bond" means: The taxable Tax Increment Revenue Bond
issued pursuant to Paragraph 4 below.
(u) "Title Company" means: The title company issuing the owner's
policy of title insurance to the Owner.
3. Commitments. Subject to the terms and conditions of this Agreement:
(a) Developer will cause Owner, at its cost and expense, to acquire the Project Site and
the improvements thereon and Developer will construct, install, furnish and equip the
Project; and (b) the City will issue the Bond.
4. Tax Increment Revenue Bond. As an inducement for and in
consideration of Developer's construction of the Project, the City shall issue a taxable
Tax Increment Revenue Bond to the Developer in a principal amount not to exceed
$2,708,000.00, or such lesser amount as is determined pursuant to the terms of this
Agreement. The proceeds of the TIF Bond will be used to reimburse the Developer for
construction, rehabilitation and site improvements on the Project Site. The TIF Bond will
be issued and delivered to Developer only upon completion of the Project and submission
of docurnentation reasonably satisfactory to the City reflecting actual costs expended on
the Project. Developer understands that all of the costs of the Project must be paid for by
Developer up front and that Developer will be reimbursed for those costs only if the
development on the Project Site creates Available Tax Increment and such Available Tax
Increment is appropriated by the City Council to payment of the TIF Bond. Interest and
principal will be paid each year by the City to Developer on the TIF Bond from Available
Tax Increment from the Project Site pursuant to the schedule set forth on Exhibit F
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 Project
Site, then the City is not required to pay Developer on the TIF Bond.
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Payment on the TIF Bond shall be subject to the following conditions: (i) the
existence of Available Tax Increment from the Project Site, (ii) future annual
appropriation of the payment by the City Council, and (iii) there shall be no Default
under this Development Agreement. The City Council has, on March 13,2007, adopted
a resolution stating that to the extent Available Tax Increment is generated and received
by the City, it fully expects and anticipates that it will appropriate such Available Tax
Increment to payment of principal and interest on the TIF Bond.
The Developer understands and agrees that if for any reason the Owner does not
make real estate tax payments to the City and as a result there is no Available Tax
Increment, the City shall not be required to make any interest or principal payments on
the TIF Bond. Developer hereby assurnes the risk of non-payment of such real estate
taxes by the Owner.
Tax increment attributable to the Market Rate Apartments and the Future
Development Site and existing development on the Project Site shall not be available to
pay interest and principal on the TIF Bond.
A more detailed description of the provisions of the TIF Bond is attached hereto
as Exhibit G.
5. Conditions Precedent to City's Obligations. In addition to all other
conditions and requirements set forth in this Agreement, the obligations of the City under
this Development Agreement (including without limitation, the obligation of the City to
issue the TIF Bond) are conditioned upon the satisfaction of each and every of the
following conditions:
(a) Prior to issuance of the building permit for rehabilitation/
construction ofthe Project, Developer, at its cost, will provide the Project Cost
Breakdown to the City. The Project Cost Breakdown shall be certified by Developer, the
Project Architect and the General Contractor as accurate and complete... The Project Cost
Breakdown shall show that all hard costs of construction, installation, furnishing and
equipping of the Project are not less than $15,700,000.00. The Project Cost Breakdown
must otherwise show a state of facts acceptable to the City. The issuance of a demolition
permit shall not be issuance of a building permit for the purposes of this provision.
(b) Prior to the issuance of the building permit for
rehabilitation/construction of the Project, the Developer shall provide the City with a
detailed pro-forma operating statement for the Proj ect in a format and containing such
details as the City shall require, including without limitation, a detailed sources and uses
of funds showing the sources of the Developer's equity, the amounts and terms and
conditions of all financing obtained by the Developer in connection with the Project, and
expected rental rates for units in the commercial development and the residential
development. The pro-forma operating statement shall also show an internal rate of
return to the Developer, the amount of the Developer fee to be paid to the Developer, and
such other information as may be required by the City. The pro-forma operating
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statement must show a state of facts acceptable to the City. The issuance of a demolition
permit shall not be issuance of a building permit for the purposes of this provision.
(c) Prior to the execution of this Agreement, Developer shall provide
the City with evidence satisfactory to the City that it is authorized to enter into this
Agreement and that the persons signing this Agreement on behalf of Developer are
authorized to sign this Agreement. On or before the execution of this Agreement,
Developer, at its cost, shall provide a certified copy of its articles of organization and
operating agreement and a certificate of good standing from the Illinois Secretary of
State. Developer shall provide a certificate of status from the Wisconsin Department of
Financial Institutions showing that it is authorized to transact business as a foreign entity
in the State of Wisconsin. 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 docurnents and a certificate of
status for said entity must also be provided to the City. Said entity's organizational
docurnents must show a state of facts acceptable to the City.
(d) Prior to the execution of this Agreement, Developer shall provide a
certificate of incumbency and resolutions or consents of its members and/or board of
directors, and if any member is an entity, then a certificate of incurnbency 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.
(e) Prior to issuance of the building permit for
rehabilitation/construction of the Project, the Developer shall provide evidence to the
City that it has the financing and capital necessary to acquire construct, equip and
complete the Project. The issuance of a demolition permit shall not be issuance of a
building permit for the purposes of this provision.
(f) Prior to issuance of the building permit for
rehabilitation/construction of the Project, Developer, at its cost, shall provide the City
with the Plans for the Project, which Plans must be reasonably acceptable in all respects
to the City. The issuance of a demolition permit shall not be issuance of a building
permit for the purposes of this provision.
(g) On or before the Closing Date, the City shall have approved this
Development Agreement and the transactions contemplated herein, the issuance of the
TIF Bond 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 shall have been satisfied.
(h) On or before the Closing Date, Developer shall have provided to
the City's outside financial advisors for review by the City, financial statements for
Developer and each member of Developer and Dan Anbar. All financial state'ments must
show a state of facts acceptable to the City.
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(i) The Closing must occur on or before August 10, 2007.
G) No uncured default, or event which with the giving of notice or
lapse of time 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.
(k) 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 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.
(1) 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,
including without limitation, any documents that may be required in connection with the
issuance of the TIF Bond.
(m) Prior to issuance of the building permit for
rehabilitation/construction of the Project, Developer, for itself and on behalf of Owner,
shall have entered into a guaranteed maximurn price construction contract with the
General Contractor for the Project, an architect's agreement with the Project Architect
and all other contracts and agreements necessary in connection with completion and
construction of the Project. The guaranteed maximurn price construction contract for the
Project must show that the costs of construction of the Project do not exceed the amount
shown on the Project Cost Breakdown for such costs. The issuance of a demolition
permit shall not be issuance of a building permit for the purposes of this provision.
(n) Prior to issuance ofthe building permit for
rehabilitation/construction of the Project, Developer shall have provided to the City, all
contracts and other evidence reasonably satisfactory to the City, supporting each line item
of the Project Cost Breakdown and any other costs of the Project ("Cost Evidence") other
than those line items or amounts which are the subject of the guaranteed maximurn price
construction contract for the Project. The Cost Evidence must show that the costs for
those line items on the Project Cost Breakdown which are not included in the guaranteed
maximum price construction contract do not exceed the amounts shown on the Project
Cost Breakdown for such costs. The Cost Evidence must be acceptable to the City. The
issuance of a demolition permit shall not be issuance of a building permit for the
purposes of this provision.
(0) Prior to issuance of the building permit for
rehabilitation/construction of the Project, Owner shall have entered into an operating
lease with Developer and Developer shall have entered into an operating sublease with
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Operator for the management and operation of the Project. The issuance of a demolition
permit shall not be issuance of a building permit for the purposes of this provision.
(P) The City's obligations under this Development Agreement are
conditioned upon the City and Parkside Place, LLC simultaneously closing the
transactions which are the subject of an Amended and Restated Development Agreement
between City and Parkside Place, LLC entered into with respect to the Market Rate
Apartments.
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, and costs incurred in connection with the
issuance of the TIF Bond, 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 reasonable
discretion, unless otherwise specifically stated.
6. Certified Survey Map. The Project Site and the Market Rate Apartments
Site are each described by reference to the Certified Survey Map No. 6103 attached as
Exhibit A. Owner and Developer have requested that the Certified Survey Map be
amended after the Closing as shown on Exhibit C attached hereto (the "May CSM"). The
City has reviewed and approved the May CSM shown on Exhibit C attached hereto.
Subject to moving the firewall to the location designated by the City, the City shall
approve the May CSM for recording in the office of the Register of Deeds ofWinnebago
County, Wisconsin, and upon recording, without need of any further docurnent or
instrument, this Development Agreement shall be automatically amended such that the
legal description of the Project Site shall be Lot 2 of the May CSM and the legal
description of the Market Rate Apartments Site shall be Lot 1 of the May CSM. Upon
recording of the May CSM, the term "Project Site" as used in this Agreement shall mean
Lot 2 ofthe May CSM and the term "Market Rate Apartments Site" as used in this
Agreement shall mean Lot 1 of the May CSM.
7. Representations and Warranties and Covenants of Developer.
Developer represents and warrants to the City and covenants with the City as
follows:
(a) 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.
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(b) Developer will pay for, or will cause Owner to pay for, all work
performed and materials furnished for the Proj ect.
(c) 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.
(d) Developer is an Illinois limited liability company, duly formed and
validly existing and has the power and all necessary licenses, permits and franchises 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.
(e) 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,
moratoriurn, general principles of equity, and other similar laws of general application
affecting the enforceability of creditors' rights generally.
(f) 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.
(g) There is no litigation or proceeding pending or threatened against
or affecting Developer or the Project that would materially 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.
(h) 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 the 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.
(i) Prior to completion of the Project, Developer shall not convey,
assign or otherwise transfer or encurnber its interest as lessee under the operating lease
with Owner or as lessor under the operating sublease with Operator. Notwithstanding the
foregoing, Developer shall have the right to secure its obligations to Owner with a
leasehold mortgage on Developer's leasehold interest in the Project and in addition, in the
event of a default by Developer under the leasehold mortgage, Owner shall have the right
to transfer the leasehold interest of Developer in the Project to another developer, as long
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as such transfer complies with any other terms or conditions of this Agreement. The sale,
conveyance, assignment or other transfer or encumbrance of the Project or the operation
and management of the Project by Owner or Developer shall not operate to relieve
Developer from any of its liabilities or obligations under this Agreement.
G) Developer will comply with all applicable federal, state, local and
other laws, rules, regulations and ordinances, including without limitation, all applicable
securities laws, rules, regulations and ordinances.
(k) Until the Termination Date, 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 Owner
and 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 circurnstance or condition that requires or may require a financial contribution
by Owner or Developer or an investigation, clean-up, removal, remedial action or
other response by or on the part of Owner or Developer under any environmental
laws, rules, regulations or ordinances or which seeks damages or civil, criminal or
punitive penalties from or against Owner or Developer for an alleged violation of
any environmental laws, rules, regulations or ordinances.
(1) Developer guarantees that the fair market value of the Project upon
completion of the Project will be not less than $20,000,000.00.
(m) Until the Termination Date, Developer will payor cause to be paid
prior to delinquency all federal, state and local taxes in connection with the Project.
Developer will payor cause to be paid when due all operating expenses in connection
with the Project.
(n) Prior to completion of the Project, 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 will not unreasonably withhold.
City hereby consents to the leasehold mortgage from Developer to Owner executed in
connection with the Project. In addition, in the event Owner replaces Developer as a
result of a default by Developer under the leasehold mortgage or any other docurnent
between Owner and Developer, any new developer succeeding to the leasehold interest of
Developer in the Project, shall have a right to place a leasehold mortgage on the new
developer's leasehold interest.
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(0) The Developer will, and will cause Operator to, operate and
manage the Project and except as otherwise set forth in paragraph 28(a) below, prior to
completion of the Project, neither Developer nor Operator will assign or otherwise
transfer operation or management of the Project to any other person or entity without the
prior written consent of the City, which consent the City may withhold in its sole
discretion.
(P) All copies of financial statements, docurnents, contracts and
agreements which Developer has furnished to the Citis outside financial advisors for the
benefit of the City are true and correct in all material respects. There has been no
material adverse change in the business operations of Developer since the date of the last
financial statements furnished by it to the City.
(q) The Project Cost Breakdown accurately reflects all Project costs
that will be incurred in the development, completion, construction, furnishing and
equipping of the Project, and the City shall be entitled to rely on the Project Cost
Breakdown. Developer knows of no circumstances presently existing or likely to occur
which would or could be expected to result in a material variation or deviation from the
Project Cost Breakdown.
(r) The members of Developer will not sell, transfer, conveyor
encumber their respective interests in Developer. Andev Group, 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 Group, LLC and have sole management and control over the day-to-day
operations of Developer and there shall be no amendment or modification to the
formation documents of Developer or Andev Group, LLC which would in any way
modify or change such management and control of Developer by Dan Anbar.
(s) Construction of the Project shall commence not later than October
15,2007. Developer will continue construction of the Project diligently and shall
complete construction ofthe Project not later than September 30,2008. The Project will
be deemed completed upon occurrence of all of the following: (i) a certificate of
occupancy is issued by the appropriate governmental authorities for all of the units in
each of the residential development and the commercial development; and (ii) the Project
Architect has certified that (A) all of the units in the residential development and the
commercial development have been substantially completed in accordance with the
Plans, and (B) each of the units in the residential development has been substantially
completed in accordance with the Plans, except for the completion of individual finishes
to each unit which are to be selected by the individual owners, and (C) the commercial
spaces in the commercial development have been substantially completed in accordance
with the Plans, except for tenant improvements which will be made by Developer or a
tenant after a commercial space has been leased, and (D) subject to the items in this
subparagraphs (s)(ii)(A), (B), and (C), the entire residential development and commercial
development has been substantially completed in accordance with the Plans.
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(t) 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 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 CUPIPD
governing 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, docurnents or instruments governing the Project Site and/or the TIF District.
(u) Developer will cause the Project to be constructed in a good and
workmanlike manner and will promptly correct any defects, structural or otherwise.
(v) Developer will not, without City's prior written consent, which
consent will not be unreasonably withheld, change the scope of the Project or the uses of
the Project, or reduce by more than 25%, the number of residential units or commercial
units in the Project.
(w) During the term of this Agreement, Developer and/or Owner will
provide the City's outside financial advisors for review by the City, on or before ninety
(90) days following the end of each calendar year, year-end audited financial statements
for the Project. During the term of this Agreement, Developer will provide the City's
outside financial advisors for review by the City, on or before ninety (90) days following
the end of each calendar year, year-end financial statements for the Developer and each
guarantor, including balance sheets and income statements. All financial statements shall
be certified to by Developer's auditor and/or accountant and Developer in the case of
Developer's statements, and by each guarantor's auditor and/or accountant and the
respective guarantor, in the case of the guarantors' statements and by the Owner, in the
case of any statements with respect to the Project submitted by Owner. In the event CRL,
LLC is no longer the Developer for the Project, then the Owner shall use its reasonable
good faith efforts to have a successor developer provide its own and any guarantor's year-
end financial statements (as opposed to those of the Project, it being understood that the
Project's financial statements must be submitted on an annual basis regardless of who is
owner or developer of the Project).
(x) 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.
(y) Prior to completion of the Project, 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 related to the Project. 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
QBMKE\6062236.11
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 by
Developer. The term "indebtedness" does not include a working capital loan from Owner
to Developer or any trade obligations incurred in the ordinary course of business.
The representations and warranties contained herein shall be true and
correct at all times during the term ofthis Agreement. Developer shall comply with all
covenants contained herein at all times during the term of this Agreement.
8. Covenants of City/Authority. The City covenants with the Developer
that the City will review all building permits applications and the plans and specifications
for the Project as expeditiously as possible, to the extent such review is required pursuant
to applicable laws, rules, regulations and ordinances.
9. Insurance. Developer shall, or shall cause Owner to, maintain 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 as are
commercially reasonably and in amounts as are commercially reasonable. Prior to
issuance of the building permit rehabilitation/construction of the Project, Developer shall
provide a payment and performance bond in connection with the Project, issued by a
company and in an amount reasonably required by the City, naming the City as an
additional insured. Failure to provide the payment and performance bond shall be a
Default under this Agreement. The issuance of a demolition permit shall not be issuance
of a building permit for the purposes of this provision.
10. Dama2:elDestruction. 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. In the event of first, damage or any other casualty to any part of
the Project prior to completion of the Project, Developer agrees, at its cost and expense,
to complete the Project and each phase of it timely in accordance with Plans. Any
material change in the Project Cost Breakdown resulting from the fire, damage or other
casualty must be approved by the City and the Authority.
11. 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 after the receipt of written notice of such failure from the
City; or
(b) Any representation or warranty made by Developer in this
Agreement, or any docurnent or financial statement delivered by Owner or Developer
QBMKE\6062236.11
, l
pursuant 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) Construction of the Project shall be abandoned for more than thirty
(30) consecutive days (subject to the terms of paragraph 28(1) below), or if the Project is
not substantially completed (as evidenced by issuance of a certificate of occupancy by the
City) on or before the Completion Date (subject to the provisions of paragraph 28(1)
below), or if any portion of the Project shall be damaged by fire or other casualty and not
be repaired, rebuilt or replaced as required by Paragraph 10 above; or
(e) Owner shall: (i) become insolvent or generally not pay, or be
unable to pay, or admit in writing itslhis 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 it/him 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
Owner 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 its/his assets; or
(f) If Developer or any Guarantor shall cease to exist or if any
Guarantor dies and if, in any of the foregoing cases, a substitute Developer or Guarantor
acceptable to the City, in its sole discretion, is not provided within 90 days thereafter,
which substitute Developer or Guarantor, as the case may be, must assume all of the
liabilities and obligations of the Developer or Guarantor, as the case may be, under this
Agreement; or
(g) Developer or prior to completion of the Project, any Guarantor
shall: (i) become insolvent or generally not pay, or be unable to pay, or admit in writing
itslhis 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
its/his 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
QBMKE\6062236.11
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 Owner 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 its/his
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
ofitslhis assets, unless in any of the foregoing cases, a substitute Developer or Guarantor
acceptable to the City, in its sole discretion, is provided within 90 days thereafter, which
substitute Developer or Guarantor, as the case may be, must assurne all of the liabilities
and obligations of the Developer or Guarantor, as the case may be, under this Agreement.
12. 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, suspend
performance of any of its obligations or covenants under this Agreement. In addition, the
City's obligation to make any payments on the TIF Bond shall automatically terminate
and the City shall thereafter have no further obligations to Developer with respect to
repayment of the TIF Bond. The City shall have the right to payment from Developer of
all of its costs and expenses described in paragraph 13 below, and in connection
therewith, the City shall have the right to bring an action at law or in equity against
Developer with respect to payment of those costs and expenses. The City shall also have
the right to bring an action at law, including without limitation, an action for damages,
against Developer in the event that there is a breach of the covenant set forth in paragraph
7(1) above.
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. 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 further exercise thereof or the exercise of any other right or
remedy. Notwithstanding any of the foregoing authorizations, the City shall have no duty
or obligation whatsoever with respect to any of the matters so authorized.
13. 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 docurnents and
agreements executed in connection therewith, and the issuance of the TIF Bond, shall be
paid by Developer. Developer shall pay all costs and expenses associated with the
enforcement of the City's and/or the Authority's rights against Developer under this
Agreement, including without limitation the enforcement of such rights in any
bankruptcy, reorganization or insolvency proceeding involving Owner or 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.
QBMKE\6062236.11
14. Cost Overruns/Actual Rate of Return. Any cost overruns incurred in
connection with the Project shall be paid for by Owner and Developer. The City, on the
one hand, and the Owner and Developer on the other hand, have created a Project
proforma which represents the parties' expectations with respect to the financial terms of
and performance ofthe Project. A copy of the proforma is attached as Exhibit H. At
two different time periods, the parties will determine whether those financial terms and
performance expectations are different from what was projected and if they are, a
prepayment will be deemed to have been made on the TIF Bond as follows:
(a) Upon completion and rent up of the 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 ofthe
Project as shown on Exhibit H and what applicable debt service coverage ratio is required
for the Project. If the actual costs ofthe 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 applicable debt service coverage ratio is less than 1.4 to
1.0 in the case of a Traditional Financing, or if the applicable lease payment coverage
ratio is less than 1.20 to 1.0 in the case of a REIT/SalelLeaseback (which is equivalent of
debt and equity payments combined), then the City will be deemed to have made a
prepayment on the TIP Bond in an amount necessary to reduce the outstanding principal
balance of the TIF 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 payment coverage ratio, as the case may be.
(b) Upon refinancing of the Project (anticipated to occur seven years
after the commencement of construction of the Project), if the debt service coverage ratio
required by the new first mortgage lender is less than 1.4 to 1.0 or the applicable lease
payment 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 TIF Bond to the amount that it would have been, had the original
amount ofthe TIF Bond been determined taking into account the lesser debt service
coverage ratio or lease payment coverage ratio, as the case may be.
The term "Traditional Financing" means permanent financing for the Project (as
opposed to interim construction financing) consisting of a combination of secured
mortgage debt and Owner secured equity in a nitio of 75% debt and 25% equity.
The term IlREIT/Sale/Leaseback" means a financing structure whereby 100% of
the cost of the construction and development costs are provided by a Real Estate
Investment Trust (REIT) which, upon completion of construction, becomes the nominal
Owner of the property and which thereupon leases back the entire property to the
Operator.
15. Parking. Developer understands and agrees that it shall be Owner's and
Developer's obligation to provide adequate parking for the Project complying with all
QBMKE\6062236.11
applicable laws, rules, regulations and ordinances, at Owner's and Developer's cost and
expense. City has reviewed and approved the Declaration of Parking Easement, Right of
Way and Maintenance Agreement entered into in connection with the Project, dated
:)u-1\f ~ll dOol
16. Si2na2e. All signage installed at the Project, both during construction and
after completion of 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.
17. Real Estate Taxes and Assessments. Owner is required to payor cause
to be paid 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,
Owner is required 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 if at any time during the term of this
Agreement any part ofthe Project Land and/or the Project becomes exempt from general
property taxation, the then owner in title to the Project Site and the Project 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.
18. 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 Owner or 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
Owner or 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 Owner or Developer
and/or 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
Owner or 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 Owner or
Developer to comply with any term or condition of this Agreement; (g) injury to or death
of any person at the Project and/or 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. With respect to a violation of subparagraph (f) only, the City's remedies are
those set forth in paragraph 12 above. The Developer shall not be liable with respect to
QBMKE\6062236.11
any violation of subparagraphs ( a) through (d) above, to the extent the violation of the
environmental laws existed at the Project on the date ofthis Agreement.
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.
19. Fire and Safety Hazards. Developer agrees to construct the Project in
conformance with all fire and safety standards specified by applicable law.
20. 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
the Project shall be in compliance with all laws, rules, regulations and ordinances relating
to discrimination or any of the foregoing.
21. No Personal Liability. Under no circurnstances 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.
22. City Authorization. The execution of this Agreement by the City was
authorized by Resolution 07-87 of the City's Common Council dated March 13,2007.
23. Staff Approval. Except for this Agreement, all other docurnents 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.
24. Termination of TIF Bond. Developer understands and agrees that any
amount of tax increment received by the City following the Termination Date may be
used by the City, at its sole discretion, for any purpose whatsoever. That tax increment
will not be used to make any payments on the TIF Bond, even if the debt evidenced by
the TIF Bond was not fully paid.
25. Operator Entity. Developer shall at all times during the term of this
Agreement be the managing member of the Operator and hold a majority limited liability
company interest in the Operator and there shall be no amendment or modification to the
formation docurnents of the Operator or Developer which would in any way modify or
change such management and control of the Operator and Developer by Dan Anbar.
26. Security for Oblieations. Simultaneously with the execution of this
Agreement, Developer and its principals (as determined by the City), will deliver a
guaranty of completion ofthe Project to the City, in form and content acceptable to the
City. Upon delivery to the City of the payment and performance bond referenced in
paragraph 9 above, the City agrees that it will release this guaranty of completion.
QBMKE\6062236.11
..
27. Surplus Cash. Beginning at such time as there is net cash flow from the
Project (expected to occur in year 4 ofthe Project), Developer shall establish a cash
flow reserve (the "Working Capital Fund"). Net cash flow each year from the Project
shall be deposited into the Working Capital Fund until the amount in the Working
Capital Fund is $500,000. Once the amount on deposit in the Working Capital Fund is
$500,000.00, then any further net cash flow from the Project shall be disbursed each
year until the TIF Bond has been paid or deemed paid in full, within 30 days of the date
of the audited financial statements for the Project, as follows:
(a) One-third of the surplus cash flow shall be disbursed to Developer
and shall be used by Developer within the next succeeding 12-month period for capital
improvements to the Project and Project Site; and
(b) One-third ofthe surplus cash flow shall be disbursed to the City to
be used by the City to reduce the principal amount of the TIF Bond; and
(c) One-third of the surplus cash flow shall be disbursed to the
Developer of the Project to be used for any purpose the Developer chooses.
Developer and the City agree that only CRL, LLC and its Affiliates shall be
personally liable for the payment of surplus cash flow as described in this Paragraph
27, it being understood that if CRL, LLC, or any of its Affiliates is owner, developer or
operator of the Project, then CRL, LLC and/or its Affiliate(s) shall be personally liable
for the payment of amounts due under this paragraph 27. Owner shall not be personally
liable for any amounts due under the paragraph 27 and any successor
developer/operator shall not be liable for amount due under this paragraph 27, unless
such successor is CRL, LLC or any of its Affiliates.
The net cash flow shall be determined taking into account the line items shown as
income, expenses and payments in the back-up material summarized on the Projected
CRL-Parkside LLC Independent Living Apartments, Market Rate Apartments and
Commercial Executive Financial Summary, a copy of which is attached as Exhibit H,
including but not limited to the line item for the Working Capital Loan Debt Service
expected to be paid each year by Developer to Owner.
28. Miscellaneous.
(a) Notwithstanding anything to the contrary set forth herein, the City
acknowledges and consents to: (a) Developer assigning to the Owner the TIF Bond and
the right to receive payments under the TIF Bond, and if requested in writing by Owner
and Developer, the City shall make principal and interest payments on the TIF Bond to
Owner; (b) the Owner, and the Owner's successors and assigns selling, transferring,
assigning, leasing, or otherwise disposing of the Project Site or any portion thereof from
time to time ("Transfer") without the prior consent of the City and any such Transfer in
and of itself shall not terminate the obligation of the City to make payments on the TIF
Bond; (c) the Owner, and the Owner's successors and assigns mortgaging or encumbering
the Project Site or any portion thereof without the prior consent of the City and any such
QBMKE\6062236.11
mortgage or encurnbrance in and of itself shall not terminate the obligation of the City to
make payments on the TIF Bond; and (d) following completion of the Project or if the
Owner exercises its rights and remedies against Developer and/or Operator as a result of
a default under docurnents governing the transaction between Owner and Developer,
Owner replacing Developer and/or Operator in accordance with the terms of any
agreement by and between Owner and/or Developer or Owner and/or Operator, as long as
such replacement(s) assume all of the obligations and liabilities of Developer and
Operator under the terms of this Agreement. 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 ofthis 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 docurnent 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, ifhand 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, 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 Developer:
CRL, LLC
899 Skokie Boulevard
Suite 204
Northbrook,IL 60062
Attention: Dan E. Anbar
Facsimile No.: (847) 509-4717
QBMKE\6062236.11
If to Owner:
Health Care REIT, Inc.
Suite 1500
P.O. Box 1475
Toledo,OH 43603-1475
Attention: General Counsel
Facsimile No.: (419) 247-2826
(e) This Agreement and the documents executed pursuant to this
Agreement and in connection with the TIF Bond 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 and the TIF
Bond. This Agreement and the documents executed in connection herewith and in
connection with the TIF Bond supersede all prior negotiations, agreements and
undertakings between the parties with respect to the subject matter hereof, including
without limitation, the terms ofthe term sheet executed in connection with the Project.
(f) This Agreement is intended solely for the benefit of Owner and
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 construction of 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 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 docurnents
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
Owner or 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 its acknowledgment and agreement contained in the preceding sentence
QBMKE\6062236.11
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 their respective 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.
(I) If any party is delayed or prevented from timely completing
construction of the Project, by reason of fire, earthquake, war, flood, riot, strikes, labor
disputes, governmental restrictions, judicial order, public emergency, or other causes
beyond the control of the party obligated to perform, performance of such act shall be
excused for the period of such delay and the time for the performance of any such act
shall be extended for a period equivalent to such delay.
(m) This Development Agreement shall terminate on the expiration of
the maximum statutory life of the TIF District or payment in full of the TIF Bond,
whichever comes first.
(n) 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, it being understood by the parties that until the Termination Date,
this Agreement will run with the land and will be binding upon the Project Site and the
Project and any owner and/or lessee and/or mortgagee and/or operator of all or any
portions of the Project Site and the Project and their successors and assigns.
(0) The headings in this Agreement are for reference only and are not
intended to modify any of the terms and conditions of this Agreement.
(p) Nothing contained in this Agreement is intended to or has the
effect of releasing Owner or 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.
(q) 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.
(r) The Future Development Site is not the subject of this
Development Agreement. Any development of 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 or of Owner. Any tax
increment created from the Future Development Site shall not be available to make any
payments on the TIF Bond and Developer understands and agrees that the City shall not
QBMKE\6062236.11
be liable to make payments on the TIF Bond from any tax increment created from the
Future Development Site.
QBMKE\6062236.11
t
In Witness Whereof, this Agreement is executed as of the date first above written.
City of Oshkosh, Wisconsin
APPROV~gD
a..s40,.". '"., ~eGv~~
~~..,
ClllAllUftNEV
OlHKOI~W~I~'tl'
'.. WISCONSIN
BY~~
.~~rrJ.. A, 1,u,1~' ;~_~anager
,
STATE OF WISCONSIN )
'\1 j., )ss.
VV'r\~~O COUNTY )
0, Personally appe~efo"f'lle thi~ day ov4-tmlL~ 2007, the above-named
pJ.W\ t Wo\~<--and~~t?''f:-. bJ-rI~ ' the'~ager and City Clerk,
respectively,ofth ity of Oshkosh, Wisco n, to me known to be the persons who
executed the foregoing agreement on behalf of the City and by its autMity.
~f~~4
Name:
Notary Public, State of WiSCOnjin)
My Commission expires: t l g ..40tO
.
QBMKE\6062236.11
..
CRL, LLC, an Illinois limited liability
company
By:
'1; ar ~
Mana i Member' ;
eW1-1LJ :T.. k~ ~
t "'-- Pi<-- .
By:
STATE OF WISCONSIN )
)ss.
WlhhrJD:r COUNTY ) ,. . .
Personally appeared before me this 0~ay of ~1AJ- ,2007, the above-
named Dan E. Anbar, Managing Member of Andev Group, LC, the sole member of
CRL, LLC, an Illinois limited liability company, to me known to be the person who
executed the foregoing agreement on behalf of said limited liability company and by its
authority.
~Dj~CJ- -~~
Name:
Notary Public, State Ofwiscon~l^~.
My Commission expires: . J L~ J.OLb
QBMKE\6062236.11
"
Acknowled2:ement and Consent of Owner
The Owner hereby acknowledges and agrees that a memorandurn ofthis
Development Agreement will be recorded in the office of the Register of Deeds of
Winnebago County, Wisconsin. It is intended that this Development Agreement be an
encurnbrance against the Project Site and the Project and the Owner's interest therein.
The Owner hereby consents to such encumbrance. The Owner agrees that this
Development Agreement is an encurnbrance against the Project Site and Project and until
the Termination Date, this Agreement will run with the land and will be binding upon the
Project Site and the Project and any owner and/or lessee and/or mortgagee and/or
operator of all or any portions of the Project Site and the Project and their successors and
assIgns.
Notwithstanding the foregoing, the City agrees that the Owner is not personally
liable for the payment of any of the obligations or for the performance of any of
Developer's covenants made in this Agreement; provided, however, the Owner and its
successors and assigns shall not violate any of the terms, condition and covenants
contained herein. The City shall take no action personally against Owner in the event of
a default by Developer under this Development Agreement, except such as may be
necessary to subject the Project and the Project Site to the satisfaction of the obligations.
[Owner's signature page follows.]
QBMKE\6062236.11
..
In Witness Whereof, the Owner has executed this Acknowledgement and Consent
as of the date and year above written.
Health Care REIT, Inc., a Delaware
corporation
~l~
By:
Name:
Title:
Erin C. Ibele
. . ~enior VIce President-
AdminIstration and Corporate Secretary
STATE OF OHIO )
)ss.
COUNTY OF LUCAS )
Personally appeared before me this~ day. of{2udo07, the above-
named _ Erin C. .lbele , ~~njorV~ Prelirg~n' of Healt Care REIT, Inc., a
Delaware corporation,~Mlm>tll~rJfij'mlliWtla~executed the foregoing
agreement on behalf of said corporation and by its authority. , () /t;
Nat:~V rf#-
Notary Public, State of Wisconsin
My Commission expires:
This instrument was drafted by
and upon recording return to:
~\
..
l RITA J. ROGelE
; Notary P~blic, Slate of Ohio
I My CommissIon Expires 08-26-2010
Ann K. Comer, Esq.
Quarles & Brady LLP
411 E, Wisconsin Avenue
Milwaukee, WI 53202
QBMKE\6062236.11
, .
Exhibit A
(Certified Survey Map No. 6103)
QBMKE\6062236.11
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FORM NO. 9B5.~
9'!! ttS.(TlIlt'"
CERTIFIED SURVEY MAP NO. (0 (03
SURVEYOR'S CERTIFICATE:
I, CHRlSTOPER E. PERREAULT, REGISTERED WISCONSIN LAND SURVEYOR, CERTIFY
THAT I HAVE SURVEYED, DIVIDED AND lvlAPPED 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 V4 OF THE NORTHEAST V4 OF
SECTION 24, TOWNSHIP 18 NORTH, RANGE 16 EAST, 11 TH WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTIlWEST CORNER OFSECTION 24; THENCE N89043'25''E, 2641.27
FEET ALONG THE NORTH LINE OF THE NORTHWEST V4 OF SECTION 24 TO THE NORTH y..
CORNER QF SECTION 24; THENCE CONTINUING N89043'25"E, 2642.06 FEET TOA POINT ON
THE NORTHERL Y EXTENSION OF THE WEST RIGHT-OF-WAY LINE OF HAZEL STREET;
THENCE SOO"08'44"W, 540.17 FEET ALONG SAID EXTENSION TO THE SOUTHERLYRIGHT-OF-
WAY LINE OF CLEVELAND AVENUE AND THE POINT OF BEGlNNING; THENCE SOoo08' 44"W,
448.02 FEET ALONG THE WEST RIGHT-OF-WAY LINE OF HAZEL STREET TO THE NORm
RIGHT-OF.-WAYLINE OF EAST PARKWAY AVENUE; THENCE S89"40'46"W, 283.55 FEET
ALONG SAID NORTH RIGHT -OF-WAY LINE; THENCE S89036'38''W, 66.00 FEET ALONG SAID
NORTH RIGHT-OF- WAY:' LINE; THENCE S89047'38"W, 268.74 FEET ALONG SAID NORTH RIGHT-
OF-WAY LINE TO THE EAST RIGHT-OF-WAY LINE OF GROVE STREET; TIffiNCE NOo025'22"W,
449.45 FEET ALONG SAID EAST RIGHT-OF- WAY LINE TO THE SOUTH RIGHT -OF- WAY LINE OF
CLEVELAND A VEN1JE; THENCE N89049'52''E, 268.23 FEET ALONG SAID SOUTH RIGHT -OF-
WAY LINE; THENCE N89055'04''E; 66.00 FEET ALONG SAID SOUTH RIGHT-OF- WAY LINE;
TIffiNCEN89"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 lvlAP IS A CORRECT REPRESENTATION OF THE EXTERIOR BOUNDARY LINES
OF THE LAND SURVEYED.
THAT I HAVE FULLY CO:MPLlED WITH THE PROVISIONS OF CHAPTER 236.34 OF THE
WISCONSIN STATU1ES AND THE SUBDIVISION ORDINANCE OF THE CITY OF OSHKOSH.
"""'\\\\\\\\\111
~.,-; c:,CON I11111
'-....\ \ '1"""''''''f...~/A _II~
-..\~..I "," ~
l CHRISTOPHER Eo \ ~
'* f PERREAULT 1 *' ~ .
\ 5-2249 t ~
\ APPLETON,,/ ff
" (,.. '. WIS, ,,' 09: :::
7. T. '" .' :::
flIt /1;.0 ,,,,,,...,. ~ $'
"Ilt SU\'l\-.J #'
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C STOP.HER. PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., INC.
615N, LYNNDALEDRlVE,P,O, BOX 1297
APPLETON, WISCONSm 54912-1297
PHONE: (920)731-4168
A074.11 (cp-bw RFR) 5-30-07
PLAN COMMISSION CERTIFICATE:
TIllS CERTIFIED SURVEY MAP WAS APPROVED BY THE PLAN COM1vlJSSION OF THE CITY
OF OSH:KOSH ON THIS 21rY-.DA Y OF )/ N1 ~ , 2007.
. ~~ ):I~ .~
PRlliC AL PLANNER, OSHKOSH
TREASURER CERTIFICATE:
I HEREBY CERTIFY THAT THERE ARE NO UNPAID TAXES OR UNPAID SPECIAL
ASSESS1v.IENTS ON ANY OF THE LAND INCLUDED ON THIS CE TIFIED SURVEY MAP.
~ ).. hw-. ""- d<.. b/;;qf!)7 ' --/1) (i
-1s>r.~::fI:i:REAsURER r DATED COUNTY
SHEET 2 OF 3 SHEETS
FORM NO. 98S.A
i;H.c.mmar
_.~_..
CERTIFIED SURVEY MAP NO. ~ t 1) ~
CORPORATE OWNER'S CERTIFICATE OF DEDICATION:
GITCHI GUMEE, LLC, A LIMTED LIABILITY COlvlP ANY DULY ORGANIZED AND
EXISTING UNDER AND BY VlRTUE OF THE LAWS. OF THE STATE OF WISCONSIN, AS OWNER,
DOES HEREBY CERTIFY THAT SAID LIMTED LIABILITY COIMP ANY CAUSED TIIE LAND
DESCRIBED ON THIS CERTIFIED SURVEY MAP TO BE SURVEYED, DIVIDED AND MAPPED AS
REPRESENTED ON THIS CERTIFIED SURVEY MAP.
GITCHI GUlvlEE, LLC, DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS
REQUIRED BY S.236.10 OR S. 236.12 TO BE SUB11ITTED TO THE FOLLOWING FOR AFPROV AL:
CITY OF OSHKOSH.
IN WTINESS WHEREOF, THE SAID GITCHI GUMEE, LLC HAS CAUSED TIffiSE PRESENTS
TO BE SIGNED BY BEN G~ IT'S MANAGIN'G 1:v1EIvJ;BER AT OSHKOSH, WISCONSIN, ON
THIS 27~ DAY OFJ fA......L ,2007.
IN' THE PRESENCE OF:
GITClll Gillv1EE, LLC by
~GMRffiER
STATE OF WISCONSIN)
) SS
WINNEBAGO COUNTY)
PERSONALLY CAME BEFORE:ME THIS ,2'711- DAY OF '"J7:~ ,2007,
BEN GANTHER, MANAGlliG :ME:MBER OF THE ABOVE NA!\.1ED LIMTED LIABILITY CQ:tv.lP ANY,
TO :ME KNOWN TO BE THE PERSON VVHO EXECUTED THE FOREGOING INSTRUlv.lENT, AND
TO :ME KNOWN TO BE SUCH MANAGING 11EMBER OF SAID LIlvITED LIABILITY C01YfP ANY,
AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSTRUMENT AS SUCH
MANAGING :ME11BER AS THE DEED OF SAID Lil'v.ITED LIABILITY COMPANY, BY ITS
A~, yp
NOTARYP~
MY COlv.l:MISSION EXPlRES \H::.~~~~"",-+-
SHEET 3 OF 3 SHEETS
""""\\\\\"1111"
~,......,; SCON""'III
.::> _\ \ .......... '->/.11 _ I"
:: ~.,....... ....... V :t~
ff ./ CHRISTOPHER E.'.... ~
~ "* f PERREAULT ': 1:< ~.
~ ~ S-22~9 : ~
~ .... APPLETON, ,.: E
1'l (' ..... WIS. .....00:- ff
1III,"9"VC;..........::fi:...J.: ~.$
1"", SU?: "',......
1",\\\\ ",,,...,,...
<:: 5 - '3 1- 07
;h' ,
CHRISTOPHER . PERREAULT, RLS-2249 DATED
CAROWLANDSURVEYmGCO.,IN~-l:tl :tIc...,!$) :0::
615N.LYNNDALEDRIVE,P.O.BOX~~ [rip ~ ~fi:J f-Io
APPLETON, WISCONSIN' 54912-1297 "rlffi$3 Uj~t:l :tliii8 .):-
PHONE: (920)731-4168 ~g~ ;;j~ 1ig:!::j ~J
A074.11 (cp-bw RFR) 5-30-07 ~t;i~ ;~:;,~ ~~~ tn
trlgj !;:;' ~ !;:;'~o './
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Exhibit B
(Future Development Sites)
(Lot 3, Certified Survey Map No. 6103 and Longfellow School Site)
QBMKE\6062236.5
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FORM NO. 9BS.A
!ii! !i'=...millcr
CERTIFIED SURVEY MAP NO. (0 ( 0.)
SURVEYOR'S CERTIFICATE:
I, CHRISTOPER E. PERREAULT, REGIS1ERED WISCONSIN LAND SURVEYOR, CERTIFY
THAT I HAVE SURVEYED, DNIDED AND MAPPED ALL OF LOTS 1 THROUGH 20 IN CORBETTS
REPLAT, ALL OF LOTS 1 THROUGH 18 IN BLOCK 2 OF CARL HENNIN'G'S ADDITION AND
THAT PART OF VACATED OAK SJREET LYING EAST OF AND ADJACENT TO BLOCK 2 OF
CARL HENNIG'S ADDITION, LOCATED IN THE NORTHEAST V4 OF THE NORTHEAST ~ OF
SECTION 24, TOWNSHIP 18 NORTH, RANGE 16 EAST, 11 TIt WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SECTION 24; THENCE N89043'25''E, 2641.27
FEET ALONG THE NORTH LINE OF THE NORTHWEST V4 OF SECTION 24 TO THE NORTH V4
CORNER OF SECTION 24; THENCE CONTINUING N89043 '25"E, 2642.06 FEET TO A POINT ON
THE NORTHERLY EXTENSION OF THE WEST RIGHT-OF-WAY LINE OF HAZEL STREET;
TIffiNCE SOoo08' 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 TIIE WEST RIGHT-OF- WAY LINE OF HAZEL STREET TO THE NORTH
RlGHT-OF..WAYLINE OF EAST PARKWAY AVENUE; THENCE S89040'46"W, 283.55 FEET
ALONG SAID NORTH RIGHT -OF-WAY LINE; THENCE S89036'38"W, 66.00 FEET ALONG SAID
NORTH RIGHT-OF-WAY LINE; THENCE S89047'38"W, 268.74 FEET ALONG SAID NORTH RIGHT-
OF-WAY LINE TO THE EAST RIGHT-OF- WAY LINE OF GROVE STREET; THENCE NOo025'22"W,
449.45 FEET ALONG SAID EAST RIGHT-OF-WAY LINE TO THE SOUTHRIGHT-OF-WAYLmB OF
CLEVELAND AVENUE; THENCE N89049'52''E, 268.23 FEET ALONG SAID SOUTHRIGHT-OF-
WAY LINE; THENCE N89055'04"E; 66.00 FEET ALONG SAID SOUTH RIGHT -OF- WAY LmB;
THENCEN89051'40''E, 288.51 FEET ALONG SAID SOUTHRIGHT-OF-WAYLlNE TO THE POINT
OF BEGINNING. SUBJECT TO ALL EASEMENTS AND RESTRICTIONS OF RECORD.
THAT I HAVE MADE 'SUCH SURVEY UNDER TIIE DIRECTION OF BEN GANTHER, 4825 C.T.R
"A", OSHKOSH, WISCONSIN 54902. . .
THAT THIS MAP IS A CORRECT REPRESENTATION OF THE EXIERIOR BOUNDARY LINES
OF THE LAND SURVEYED.
THAT I HAVE FULLY CO:IV:IPLIED WITH THE PROVISIONS OF CHAP1ER 236.34 OF THE
WISCONSrn STATUTES AND THE SUBDIVISION ORDINANCE OF THE CITY OF OSHKOSR
~ 5-:7L-07
C STOPHER. PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., INC.
615 N. LYNNDALEDRJVE, P.O. BOX 1297
APPLETON, WISCONSIN 54912.1297
PHONE: (920)731-4168
A074.11 (cp-bwRFR) 5-30-07
. ';"'''\\\\\\\\111
"'';''!SCON "1111
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7. J. "t .1' .:::
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1111I SUI"\-.j~.#
!l\\I\~'H\~
PLAN COMMISSION CERTIFICATE:
THIS CERTIFIED SURVEY MAP WAS APPROVED BY THE PLAN C011MISSION OF THE CITY
OF OSHKOSH ON THIS 2frf.r...DA Y OF 'YNlE-, 2007.
~ ~:J~ ~
PRlNC~AL PLANNER, OSHKOSH
TREASURER CERTIFICATE:
I HEREBY CERTIFY THAT THERE ARE NO UNPAID TAXES OR UNPAID SPECIAL
ASSESSMENTS ON ANY OF THE LAND INCLUD~ ~N THI~ CErTIFIED SURVEY.MAP.
. ~ 1 ),u..r d- .g-7{.'7 . ~,1 /6, VVI . (~ 11.
fj<;>r.C YTREASURER DATED COUNTY. ASURER DA1ED
SHEET 2 OF 3 SHEETS
FORM NO. 985.,1,
~H.c.millar
-.......
CERTIFIED SURVEY MAP NO. ~ t 1) ~
CORPORATE O\VNER'S CERTIFICATE OF DEDICATION:
GITCHI GUMEE, LLC, A LIMTED LIABILITY COJ'vlP ANY DULY ORGANIZED AND
EXISTIt.m UNDER AND BY VIRTIJE 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 THIS CERTIFIED SURVEY MAP.
GITCHI GUMEE, LLC, DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS
REQUIRED BY S.236.10 OR S. 236.12 TO BE SUBMITTED TO THE FOLLOWING FOR APPROVAL:
CITY OF OSHKOSH.
IN WITNESS WHEREOF, THE SAID GITCHI GU11EE, LLC HAS CAUSED THESE PRESENTS
TO BE SIGNED BY BEN GAN~ IT'S MANAGlNG 11Elv1;BER AT OSHKOSH, WISCONSIN, ON
THIS 27rft- DAY OF .J fA~ ,2007.
~ THE PRESENCE OF:
GITCHI Gillv1EE, LLC by
B~GMaffiER
STATE OF WISCONSIN)
) S8
WINNEBAGO COUNTY)
PERSONALLY CAME BEFORE:ME TIllS ..2'71'- DAY OF '"J7:1'f-12- .2007,
BEN GANTHER, MANAGING MEMBER OF THE ABOVE NAMED LIMTED LIABILITY CQJ'vlP ANY,
TO :ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOING INSTRU1v.lENT, AND
TO :ME KNOWN TO BE SUCH MANAGING MEMBER OF SAID LIMTED LIABILITY COMPANY,
AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSJRUMENT AS SUCH
MANAGING :MEMBER. AS THE DEED OF SAID LllvITED LIABILITY C011P ANY, BY ITS
A~J?/ b
NOTARYP~
MY CO:M:MISSION EXPIRES 'W?~~~x@<..+-
SHEET 3 OF 3 SHEETS
~........,":.\'\\\n"1111
.;:-,......., sCON Illfff
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ff ~~..,.., .....:. v ~
= .... CHRISTOPHER E. " ~
~ * 1 P~~~T j * g
~ \, APPLETON ./ E
'1 /'. . .' 9:: =
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IfIll', sut=.'-l ,......'.;:-
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<:: ~ 5-'3/-,07
CHRISTOPHER . PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., rn~-l::.:l ::.:l'-< 51 :s:
615 N. L YNNDALE DRIVE, P.O. BOX ~~ !BE=' g: ~s:l I-'
APPLETON, WISCONSIN 54912-1297 'Tl1ji!ii5 ~~t:3 :.:tEi'iS .p.
PHONE: (920)731-4168 ~~~ ~d g~~ Llj
A074.11 (cp-bwRFR) 5-30-07 ~'TltN oljl Gl eO~ (.Q
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Exhibit B - Future Development Site
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PARKSiDfPLACEPHASETHREE
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MASTER SITE PLAN
PARKSIDE PLACE PHASE THREE
CLEVELAND STREET
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A MARKET RATE APARTMENTS I DOCTOR'S OffiCE
8 LONGFELLOW SCHOOL DEVELOPMENT SilE
C ELDERLY HOUSING DEVElOPMENT SITE
D FUTURE TOWNHOUSE DEVELOPMENT SITE
FEBRUARY 28, 2007
ev1 ART I N !~'THEiFl"::',""' ."._,.'" ~ A. APiI"L1IIl.le''1El.
GR0UP .~,,;,-~'.::;..~;::;;": ~~;lf"" a nl&n
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Exhibit C
(Market Rate Apartments Site)
(Lot 1, Certified Survey Map No. 1603)
QBMKE\6062236.5
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FORM NO. 9BS.A
rs;; H.c.mmar
----
CERTIFIED SURVEY MAP NO. (0 ( () .)
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
REPLAT, ALL OF LOTS 1 THROUGH 18 IN BLOCK 2 OF CARL HENNJNG'S ADDITION AND
THAT PART OF VACATED OAK STREET L YJNG EAST OF AND ADJACENT TO BLOCK 2 OF
CARL HENNIG'S ADDmON, LOCATED IN TIlE NORTHEAST ~ OF THE NORTIIEAST ~ OF
SECTION 24, TOWNSHIP 18 NORTII, RANGE 16 EAST, 11 TH WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSTh!', BOUNDED AND DESCRIBED AS FOLLOWS:
COJYfMENCrnG AT TIlE NORTHWEST CORNER OF SECTION 24; THENCE N89043'25''E, 2641.27
FEET ALONG THE NORTH LINE OF THE NORTHWEST ~ OF SECTION 24 TO TIlE NORTH ~
CORNER OF SECTION 24; THENCE CON'TINlJmG N89043'25"E, 2642.06 FEET TO A POINT ON
THE NORTHERLY EXTENSION OF THE WEST RIGHT -OF-WAY LINE OF HAZEL STREET;
TIIENCE SOoo08'44'W, 540.17 FEET ALONG SAID EXTENSION TO THE SOUfHERLYRIGHT-OF-
WAY LINE OF CLEVELAND AVENUE AND THE POINT OF BEGINNING; THENCE SOoo08'44''W,
448.02 FEET ALONG THE WEST RIGHT-OF-WAY LINE OF HAZEL STREET TO THE NORTH
RIGHT-OF.-WAYLINE OF EAST PARKWAY AVENUE; THENCE S89'40'46"W, 283.55 FEET
ALONG SAID NORTH RIGHT -OF- WAY LINE; THENCE S89036'38"W, 66.00 FEET ALONG SAID
NORTH RIGHT-OF-WAY' LINE; THENCE S89047'3&"W, 268.74 FEET ALONG SAID NORTH RIGHT-
OF- WAY LINE TO THE EAST RIGHT-OF- WAY LINE OF GROVE STREET; TIIENCE NOO'25'22"W,
449.45 FEET ALONG SAID EAST RIGHT -OF-WAY LINE TO THE SOUTH RIGHT -OF-WAY LINE OF
CLEVELAND AVENUE; THENCE N89049'52''E, 268.23 FEET ALONG SAID SOUTH RIGHT-OF-
WAY LINE; TIIENCE N89055'04"E; 66.00 FEET ALONG SAID SOUTH RIGHT-OF- WAY LINE;
THENCEN89051'40''E, 288.51 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE TO THEPOlNT
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 EX'IERlOR BOUNDARY LINES
OF THE LAND SURVEYED.
THAT I HAVE FULLY COtvfPLIED WITH THE PROVISIONS OF CHAP1ER 236.34 OF THE
WISCONSIN STATU1ES AND THE SUBDIVISION ORDINANCE OF THE CITY OF OSHKOSH.
~"'''''\\\\\I\lll
~"; CON III1I1
,- ~\\S,............s"A f'It,
-..\"".", ....." ~
/CHRISTOPHER E.\ ~
* j PERREAUlT \ * ~
~ \ 5-2249 } g
~ \ APPLETON,... ::
~~. ~ - tt, WIS. ..0'09:' E
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"1, 1;0 .......... ~R
1'111 SUV\'oJ R
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c;:.,:..a-- 5 -7'.07
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:
TIllS CERTIFIED SURVEY MAP WAS APPROVED BY THE PLAN CO:MMISSION OF THE CITY
OF OSHKOSH ON THIS 21rv....DA Y OF \, N1 ~ ,2007.
PRlNU~~OSH.?
TREASURER CERTIFICATE:
I HEREBY CERTIFY THAT THERE ARE NO UNPAID TAXES OR UNPAID SPECIAL
ASSESSMENTS ON ANY OF THE LAND INCLUDED ON TIDS CE TIFIED SURVEY MAP.
~ 1 .
J ~r de 0/>-7/'7. --:/J /61 .
;.J<;s:r.C YTREASURER DATED COUNTY
SHEET 2 OF 3 SHEETS
FORM HO. 985-A
!i! tj,<;'_CT'iIIa,
CERTIFIED SURVEY MAP NO. /(;2 t T'J ~
CORPORATE OWNER'S CERTIFICATE OF DEDICATION:
GITCHI GUMEE, LLC, A LJMTED LIABILITY COlvIP ANY DULY ORGANIZED AND
EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF WISCONSIN, AS OWNER,
DOES HEREBY CERTIFY THAT SAID LlMTED LIABILITY COlvIPANY CAUSED THE LAND
DESCRIBED ON THIS CERTIFIED SURVEY MAP TO BE SURVEYED, DIVIDED AND MAPPED AS
REPRESENTED ON THIS CERTIFIED SURVEYMAP.
GITCHI GUMEE, LLC, DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS
REQUIRED BY S.236.1 0 OR S. 236.12 TO BE SUB1v.1ITTED TO THE FOLLOWING FOR APPROVAL:
CITY OF OSHK:OSH.
.IN' WITNESS WHEREOF, THE SAID GITCHI GU11EE, LLC HAS CAUSED THESE PRESENTS
TO BE SIGNED BY BEN GANT~ IT'S MANAGING 11E!yffiER AT OSHK:OSH, WISCONSIN, ON
THIS 27?l- DAY OF h,...e... ,2007.
~ THE PRESENCE OF:
GITCHI GUMEE, LLC by
~
B ' . .MANAGAING :MEMBER
STATE OF WISCONSIN)
) 88
\VINNEBAGO COUNTY)
PERSONALLY CAME BEFORE ME THIS .2'71l-DAYOF ~~ .2007,
BEN GANTHER, MANAGIN'G :MEMBER OF THE ABOVE NAMED LIMTED LIABILITY COIvfP ANY,
TO :ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOIN'G INSTRUMENT, AND
TO :ME KNOWN TO BE SUCH MANAGING :MEMBER OF SAID LIlvITED LIABILITY COlvIP ANY,
ANt> ACKN'OWLEDGED THAT HE EXECUTED THE FOREGOIN'G IN'STRU1vfENT AS SUCH
MANAGrnG :MEMBER AS THE DEED OF SAID Lllv1TED LIABILITY COlvIP ANY, BY ITS
A~YM
NOTARYP~
MY COMMISSION EXPIRES v:e~tue,xa...+-
SHEET 3 OF 3 SHEETS
"...~\\\\\\\\1111
, ,..~' CON II11I
$......,\':;; ......-.. &/..11 11111
j' ~~t..'.' .....~ V Ii
E .... CHRISTOPHER E. \ ~.
~ .J>... f PERREAUlT \ *'~.
:; )..{ \ S-2249 : ~
~ \, APPLETON, / E
.;.". ~.... WIS. ....,O(};.=
", "9tV................~-J.: $'
II/II,,/:) S ut=\-..J ..,..............
/11\\\\\\ """'~
<:: ~ ;; - '3 / - ,07
CHRISTOPHER . PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYmG CO., IN'~-;::o ::0<" is' :<i:
615 N. L YNNDALE DRlVE, P.O. BOX ~~ !:iF g: ~~ f-4
APPLETON, WISCONSIN' 54912-1297 "'l~~ ~~t::l ::o~S ~
PHONE: (920)731-4168 ~~~ ~~ [::l~~ tlJ
A074.11 (cp-bwRFR) 5-30-07 ~tii: ~~~~ ~~~ uJ
1'3g:J ';::1 J;;" o~o '.)
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QBMKE\6062236.5
Exhibit D
(Schedule of Values - Residential Development)
:'.'..'T:'",~
Bella Vista - CRL, LLC
exhibit of Project Value
As of June 26, 2007
Land and Buildings as existing including commissions
Hard Costs
Building - New reconstructed senior community
Development Costs
Construction Management
Furniture, Equipment and Common Area Upgrade
Total
Other Costs
Architects and Consultants
Contingency - Bui/ding and Others
Insurance, Taxes and Licenses
Legal and Accounting
Marketing, Sales and Advertising
Investment Banking Charges
Letter of Credit - Pledged Deposit
Letter of credit fees
Inspection Fees
Legal Fees - Lender
Third Party Reports
Title Search
Title Insurance
Transfer Tax
Recording Fees
Escrow Agent Fees
UCC Filing
1 'Yo Transaction Fees 1 'Yo Conversion Fee
Contingency (Lender and Title)
Total
Total Project Value
Plus Interest
Project Value With Construction Interest
Number of Units
Net Area of Buildings
Exhibit of Value
Residential Project
2,091,950
14,334,723
717,101
215,033
1,014,353
16,281,209
430,066
243,250
248,115
1,089,760
680,614
471,613
9.438
27,244
48,650
24,325
4,865
24,325
9,730
1,946
9,730
973
523,571
24,325
(
3,872,540
22,245,699
1,330,508
23,576,207
139
176,000 Square Feet
Bella Vista - CRL, UC
exhibit of Project Value
As of .Tune 26, 2007
,
Exhibit of Value Exhibit of Volue
Total Project Costs Residential Projeet Commercial Projer::t
Land and Buildings as existing including commissions 2,150,000 2,091,950 58,050
Hard Costs
Building - New reconstructed senior communiiy 14,732,500 14,334,723 397,778
Development Costs 737,000 717,101 19,899
Construction Management 221,000 215,033 5,967
Furniture, Equipment and Common Area Upgrade 1,042,500 1,014,353 28,148
Total 16,733,000 16,281,209 451,791
Other Costs
Architects and Ccnsultants
Contingency - Building and Others 442,000 430,066 11,934
Insurance, Taxes and Licenses 250,000 243,250 6,750
Legal and Accounting 255,000 248,115 6,885
Marketing, Sales and Advertising 1.120,000 1,089,760 30,240
Investment Banking Charges 699,500 680,614 18,887
Letter of Credit - Pledged Deposit 484,700 471,613 13,087
Letter of credit fees 9,700 9,438 262
Inspection Fees 28,000 27,244 756
Legal Fees - Lender 50,000 48,650 1,350
Third Pariy Reports 25,000 24,325 675
Title Search 5,000 4,865 135
Title Insurance 25,000 24,325 675
Transfer Tax 10,000 9,730 270
Recording Fees 2,000 1,946 54
Escrow Agent Fees 10,000 9,730 270
UCC Filing 1,000 973 27
1% Transaction Fees 1'1. Conversion Fee 538,100 523,571 14,529
Contingency (Lender and Title) 25,000 24,325 675
Total 3,980,000 3,872,540 107,460
Total Project Value 22,863,000 22,245,699 617,301
Plus Interest 1,367,429 1,330,508 36,921
Project Value With Canstruction Interest 24,230,429 23,576,207 654,222
Number of Units 139 3
Net Area of Buildings 176,000 Square Feet 4,900 Square Feet
QBMKE\6062236.5
Exhibit E
(Schedule of Val ues-Commercial Development
J
Bella Vista - CRL, LLC
Exhibit of Project Value
As of June 26, 2007
Land and Buildings as existing including commissions
Hard Costs
Building - New reconstructed senior community
Development Costs
Construction Management
Furniture, Equipment and Common Area Upgrade
Total
Other Costs
Architects and Consultants
Contingency - Building and Others
Insurance, Taxes and Licenses
Legal and Accounting
Marketing, Sales and Advertising
Investment Banking Charges
Letter of Credit - Pledged Deposit
Letter of credit fees
Inspection Fees
Legal Fees - Lender
Third Party Reports
Title Search
Title Insurance
Transfer Tax
Recording Fees
Escrow Agent Fees
UCC Filing
1 'Yo Transaction Fees 1 'Yo Conversion Fee
Contingency (Lender and Title)
Total
Total Project Value
Plus Interest
Project Value With Construction Interest
Number of Units
Net Area of Buildings
Exhibit of Value
Commercial Project
58,050
397,778
19,899
5,967
28,148
451,791
11,934
6,750
6,885
30,240
18,887
13,087
262
756
1,350
675
135
675
270
54
270
27
14,529
675
107,460
617,301
36,921
654,222
3
4,900 Square Feet
Bella Vista - CR/.., !..!..C
Exhibit of Project Value
As of .Tune 26, 2007
Exhibit F
(Schedule of Payments on TIF Bond)
QBMKE\6062236.5
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Exhibit G
Terms of TIF Bond
The TIF Bond shall bear interest at the rate of 6.25% per annurn, which interest
shall begin to accrue on the date of issuance of the TIF Bond. The TIF Bond shall mature
and the City's obligation to repay all or any portion of the TIF Bond shall terminate on
November 1,2027. Principal and interest on the TIF Bond will be due and payable on
November 1 of each year during the term of the TIF Bond, commencing in the calendar
year in which interest begins to accrue on the TIF Bond. The amount of the annual
payment of principal and interest due on November 1 of each year shall be equal to the
amount shown on the schedule attached hereto as Exhibit F. Each payment of principal
and interest shall be applied first to interest, then to principal.
The TIF Bond shall be subject to the following provisions:
(a) The TIF Bond shall be a special and limited revenue obligation of
the City payable solely from Available Tax Increment which is appropriated by the City
Council, and shall not be a general obligation of the City or a charge against its general
credit or taxing powers. Only funds appropriated by the City Council from the special
fund of Tax Incremental District No. 14 of the City (the "TIF District") shall be used to
pay principal and interest on the TIF Bond. The City Council shall, in a resolution, state
that it fully expects and intends that, to the extent Available Tax Increment is available in
the special fund of the TIF District, it will appropriate such funds for the payment of the
principal of and interest on the TIF Bond; however, such payment shall be subject to
future annual appropriations.
(b) City staff shall include in each annual City budget submitted to the
City Council for consideration, the payment from the TIF District special fund of the
principal and interest on the TIF Bond, but only to the extent of Available Tax Increment.
If the budget is 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 accumulated
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.
QBMKE\6062236.11
(d) On November 1,2027, ifthere 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 TIP 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 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 upon such early
termination of the TIF District and the owner(s) of the TIF Bond shall have no right to
receive payment of such amounts.
( e) The actual principal amount of the TIF Bond will be determined
following completion of construction ofthe 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.
(f) The City shall have no obligation to make any payments on the
TIF Bond while there is any default under the Development Agreement.
QBMKE\6062236.11
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Exhibit H
(Proforma - Expected Results)
QBMKE\6062236. 11
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Exhibit I
(May 31,2007 Certified Survey Map)
QBMKE\6062236.5
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FORM NO. 985.A
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CERTIFIED SURVEY MAP 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
REPLAT, ALL OF LOTS 1 THROUGH 18 IN BLOCK 2 OF CARL HENNING'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 % OF
SECTION 24, TOWNSHIP 18 NOR1:H, RANGE 16 EAST, 11TI! WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:
COlvlMENCING AT THE NORTHWEST CORNER OF SECTION 24; THENCE N89'43 '25"E, 2641.27
FEET ALONG THE NORTH LINE OF THE NORTHWEST % OF SECTION 24 TO THE NORTH 1/4
CORNER OF SECTION 24; THENCE CONT1NUJ:NG N89'43'25"E, 2642.06 FEET TO A POINT ON
THE NORTHERL YEXTENSION 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; THENCI!: SOO'08'44"W, "
448.02 FEET ALONG THE WEST RIGHT-OF-WAY LINE OF HAZEL STREET TO THE NORTH
RIGHT-OF-WAY LINE OF EAST PARI{WAY AVENUE; THENCE S89'40'46"W, 283.55 FEET
ALONG SAID NORTH RIGHT~OF- WAY LINE; THENCE S89'36'38"W, 66.00 FEET ALONG SAID
NORTH RIGHT -OF- WAY. LINE; THENCE S89'47'38"W, 268.74 FEET ALONG SAID NORTH RIGHT-
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 RIGHT-OF-WAY LINE OF
CLEVELAND AVENUE; THENCE N89'49'52"E, 268.23 FEET ALONG SAID SOUTH RIGHT -OF-
WAY LINE; THENCE N89'55'04"E; 66.00 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE;
THENCEN89'51'40"E, 288.51 FEET ALONG SAID SOUTH RIGHT-OF-WAY LINE TO THE POINT
OF BEGINNING. SUBJECT TO ALL EASEIYlENTS 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 COJ\1PLIED WITH THE PROVISIONS OF CHAPTER 236.34 OF THE
WISCONSIN STATUTES AND THE SUBDIVISION ORDINANCE OF THE CITY OF OSHKOSH.
'''''''\\\\\\\\1111
~.." CON I",
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." _\ .,...un"h...~/A M Iii.
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/ CHRISTOPHER E. "\ ~
"* f PERREAULT ~ "* ~
\ 8-2249 1 ~
.. APPLETON, i &
("jI \... WIS. ......"ol),;- g
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1;1111 'Y SU~'II ,,#
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4:AU---" ~-7~-07
C STOPHER. PERREAULT, RLS-2249 DATED
CAROW LAND SURVEYING CO., me.
615 N: LYNNDALEDRIVE, 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 C011MISSION OF THE CITY
OF OSHKOSH ON THIS DAY OF , 2007.
PRINClP AL PLANNER, CITY OF OSHI(OSH
TREASURER CERl'lFICATE:
I HEREBY CERTIFY THAT THERE ARE NO UNPAID TAXES OR UNPAID SPECIAL
ASSESSN:lENTS ON ANY OF THE LAND INCLUDED ON THIS CERTIFIED SURVEY:MAP.
CITY TREASURER
DATED COUNTY TREASURER
DATED
SHEET 2 OF 3 SHEETS
CORPORATE OWNER'S CERTIFICATE OF DEDICATION:
GITCHI GUI\.1EE, LLC, A LINITED LIABILITY C01Y1P ANY DULY ORGANIZED AND
EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF WISCONSIN AS OViTNER
DOES HEREBY CERTIFY THAT SAID LThITED LIABILITY C01Y1PANY CAUSED THIi LAND '
DESCRIBED ON THIS CERTIFIED SURVEY MAP TO BE SURVEYED, DIVIDED AND MAPPED AS
REPRESENTED ON THIS CERTIFIED SURVEY MAP.
aITCHI GUMEE, LLe, DOES FURTHER CERTIFY THAT THIS CERTIFIED SURVEY MAP IS
REQUIRED BY S.236.1 0 OR S. 236.12 TO BE SUBlVITTTED TO THE FOLLOWING FOR APPROVAL'
CITY OF OSHKOSH. .
___-_-_--_.._._---_-__-...-...--------___........-._ -......----.':O;'...~__;>O,....-. .;Ii.--"'-~--.,.-._.----.----------
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FORM NO, 9S5-A
!li! lis.(T1l11ar
CERTIFIED SURVEY MAP NO.
CORPORATE OWNER'S CERTIFICATE OF DEDICATION:
GITCHI GUMEE, LLC, A LllviTED 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 LllviTED LIABILITY COIvIPANY 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.236.10 OR S. 236.12 TO BE SUBMITTED TO THE FOLLOWING FOR APPROVAL:
CITY OF OSHKOSH.
IN VVITNESS WHEREOF, THE SAID GITCHI GUMEE, LLC HAS CAUSED THESE PRESENTS
TO BE SIGNED BY BEN GANTHER, IT'S MANAGING 11ENlBER AT OSHKOSH, WISCONSIN, ON
THIS DAY OF . , 2007.
IN THE PRESENCE OF:
GITCHI GillAEE, LLC by
BEN GANTHER, MANAGAlNG MEMBER
STATE OFWISCONSlN)
) SS
'VINNEBAGO COUNTY)
PERSONALLY CAME BEFORE ME THIS DAY OF .2007,
BEN GANTHER, MANAGING ME:MBER OF THE ABOVE NAMED LllviTED LIABILITY COIvIP ANY,
TO ME KNOWN TO BE THE PERSON WHO EXECUTED THE FOREGOING INSTRUMENT, AND
TO ME KNOWN TO BE SUCH MANAGING ME:MBER OF SAID LIMTED LIABILITY COIvIP ANY,'
AND ACKNOWLEDGED THAT HE EXECUTED THE FOREGOING INSTRUMENT AS SUCH
MANAGING ME:MBER AS THE DEED OF SAID LIMIED LIABILITY COIvIP ANY, BY ITS
AUTHORITY, .
NOTARY PUBLIC
MY COlVll\1ISSION EXPIRES
~"~\.'\'\\\\\\\\\1
"""", CON 1I111
$_\\S......... SOIAIIIII
E ~~...I" .."0":.. V . '1-/
:: .... CHRISTOPHffi E. \ ~,
~"* { PERREAULT \* ~~
~ I S-2249 : ;~
~ \ APPLETON../ j,=
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II/I,"'Y'VC/'...........<;;.-{ $'::;
II/III SU~...J """
1\\1\\\\ \\",..'~
~ 5."3/-,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
--