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HomeMy WebLinkAboutFull agenda ON THE WATER REDEVELOPMENT AUTHORITY of the City of Oshkosh c/o Dept. of Community Development 215 Church Ave., PO Box 1130 Oshkosh, WI 54902-1130 (920) 236-5055 (920) 236-5053 FAX http://www.cLoshko sh.wi.us H. ALLEN DAVIS Executive Director ~ OJHKOJH THOMAS BELTER Chairman SPECIAL MEETING REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH ROOM 404, OSHKOSH CITY HALL 4:00 PM MAY 26, 2010 1) ROLL CALL 2) APPROVAL OF MINUTES: March 30, 2010 and April 20, 2010 3) NEW BUSINESS Res. 10-11 Authorize Submittal of Waterways Commission Financial Assistance Application for Marion Road Riverwalk Res. 10-12 Consideration of Resolution Preliminarily Determining Project Site to Be Blighted and Providing for a Public Hearing with Respect to the Blight Determination for Property Located at Lots 3 & 5, Universal Business Park (2351 State Road 44) /Dermatology Associates of Wisconsin PUBLIC HEARING: Redevelopment Revenue Bond Financing for 524 North Koeller Street LLC Res. 10-13 Final Resolution Regarding Redevelopment Revenue Bond Financing for 524 North Koeller Street LLC 4) EXECUTIVE DIRECTOR ANNOUNCEMENTS/STATEMENTSIDISCUSSION ~ Update on Lease with H&M Commercial for 1 East 8th Avenue 5) ADJOURNMENT Special Meeting Redevelopment Authority of the City of Oshkosh Minutes March 30, 2010 PRESENT: Thomas Belter, John Bermingham, Steve Hintz, Don Simons EXCUSED: Ben Schneider, Paul Esslinger, Archie Starn STAFF: Mark Rohloff, City Manager; Allen Davis, Director of Community Development; Darryn Burich, Planning Director; Lynn Lorenson, City Attorney; Darlene Brandt, Recording Secretary Chairman Belter called the meeting to order at 4:00 pm. Roll call was taken and a quorum declared present. The minutes of February 8, 2010 were approved as distributed (Bermingham/Simons). Introduce Community Development Director, Allen Davis City Manager Mark Rohloff introduced Community Development Director, Mr. Allen Davis. Chairman Belter welcomed Mr. Davis to the City and to the RDA. Res. 10-05 Approve Appointment of Secretary/Executive Director for Redevelopment Authority Chairman Belter stated this action would appoint Mr. Davis as the Executive Director for the RDA. Motion by Hintz to move Res. 10-05. Seconded byllermingham. Carried 4-0 Chairman Belter opened the floor for the public hearing regarding the spot blight designation of the property at 112 Broad Street. Mr. Steve Hoopman from Habitat appeared to answer questions. No comments were received. Chairman Belter closed the public hearing. Res. 10-06 Approve Spot Blight Designation -112 Broad Street Motion by Bermingham to move Res. 10-06. Seconded by Hintz. Carried 4-0 3/30/2010 RDA Minutes Res. 10-07 Approve Use of Lots in the 600 Block of Jefferson Street as Temporary Parking Lot in Conjunction with the Main Street Reconstruction Project; Approve Agreement with City of Oshkosh for Same Motion by Hintz to move Res. ] 0-07. Seconded by Simons Carried 4-0 Mr. Bermingham inquired if any city funds would be used? Ms. Lorenson indicated any costs associated with the temporary parking lot would be part of the overall Main Street project costs. Mr. Hintz felt the proposal is an appropriate temporary solution given the circumstances. Mr. Bermingham inquired if there is a trade off with O'Brian's so they can utilize the temporary parking lot also. Ms. Lorenson replied the temporary parking lot would be available for the general publics use as well as the area businesses. If approved by the RDA, the item will be forwarded to the Common Council for consideration. Res. 10-08 Ratify Execution of Leases and Assignments and Authorize Future Leases and Assignments for Purposes of Securing Financing Commitments for the Marion RoadlPearl Avenue Redevelopment Area Motion by Hintz to move Res. ] 0-08. Seconded by Simon Carried 4-0. Res. 10-09 Amend Developer Agreement with Oshkosh River Development LLC for Purpose of Allowing Conveyance of Property in the MarionlPearl Redevelopment Area to Other Entities with the Same Owners as Oshkosh River Development LLC and Controlled by Art and Andy Dumke Motion by Bermingham to move Res.I 0-09. Seconded by Hintz. Carried 4-0. Mr. Bermingham stated the property needs to remain in the RDA's name due to the various grants. Ms. Lorenson replied that is correct. After the grants are closed out, the property can be transferred. Executive Director Announcements/StatementslDiscussion Mr. Davis noted that the Marion Road riverwalk will be going out for bid in April. The current lease with H&M Commercial expires April 30th. H&M Commercial has requested a month to month extension. It was the consensus to approve a month to month lease, with the condition that if the tenant was still at the property by September, then the lease would continue through Spring, 2011. Staff will check with H&M as to their intention. There being no further business, the meeting adjourned at approximately 4:20 pm (Simons/Hintz). Respectfully submitted, Allen Davis, Executive Director 3/30/2010 RDA Minutes 2 Special Meeting Redevelopment Authority of the City of Oshkosh Minutes April 20, 2010 PRESENT: Thomas Belter, John Bermingham, Steve Hintz, Ben Schneider, Don Simons EXCUSED: Paul Esslinger, Archie Stam STAFF: Allen Davis, Director of Community Development; Lynn Lorenson, City Attorney; Darlene Brandt, Recording Secretary Chairman Belter called the meeting to order at 9:00 am. Roll call was taken and a quorum declared present. Res. 10-10 Amend Developer Agreement with Oshkosh River Development LLC for Purpose of Allowing Conveyance of Property in the MarionlPearl Redevelopment Area to Other Entities Motion by Hintz to move Res. 10-10. Seconded by Bermingham. Carried 5-0 Ms. Lorenson noted that subsequent to the last RDA meeting, it was determined that the entity breakdown would be changing and did not include the Dumke's in the WHEDA financing. Mr. Belter inquired if there is an easier way to deal with this type of situation in the future? Ms. Lorenson replied the Developer Agreement could have been drafted drafted broader, but it is usually preferable to be precise so that there are not any issues. Mr. Andy Dumke stated when WHEDA puts in the tax benefit, it takes possession on a limited basis. Oshkosh River will still have control and Great Lakes needs to be a titled owner. Mr. Belter noted this type of financing was popular about 5 years ago. However, the project still needs to cash flow for the Dumke's. Are potential partners being scrutinized? Ms. Lorenson replied to her knowledge Great Lakes has been involved with several similar projects around the state and she is comfortable that they are a reputable company. There being no further business, the meeting adjourned at approximately 9:11 am. (Hintz/Simons). Respectfully submitted, Allen Davis, Executive Director 3/30/2010 RDA Minutes REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN MAY 26,2010 10-11 RESOLUTION (CARRIED LOST__ LAID OVER __ WITHDRAWN __ ) PURPOSE: AUTHORIZE SUBMITTAL OF WATERWAYS COMMISSION FINANCIAL ASSISTANCE APPLICATION FOR RIVERSIDE PARK WHEREAS, the Redevelopment Authority of the City of Oshkosh hereby requests assistance for the purpose of developing recreational boating facilities on the north side of the Fox River between Jackson Street and Wisconsin Street; and WHEREAS, in this action the Redevelopment Authority has declared its intent to complete the grant activities described in the application if awarded funds; and WHEREAS, the Redevelopment Authority will maintain records documenting all grant activities including expenditures made during grant period; and WHEREAS, the Redevelopment Authority has budgeted funds as its match to complete said project. NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Authority of the City of Oshkosh requests funds and assistance available from the Wisconsin Department of Natural Resources under the Waterways Commission Grant Program. BE IT FURTHER RESOLVED that the proper City of Oshkosh staff and officials are hereby authorized and directed to act on behalf of the Redevelopment Authority to submit an application to the Wisconsin Waterways Commission for financial assistance, sign documents, and take necessary action to undertake, direct, and complete approved grant activities. BE IT FURTHER RESOLVED that the Redevelopment Authority will comply with State and Federal rules for the programs; may perform force account work; will maintain the completed project in an attractive, inviting and safe manner; will keep the facilities open to the general public during reasonable hours consistent with the type of facility; and will obtain approval in writing from the Wisconsin Waterways Commission before any change is made in the use of the project site (if applicable). REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN MAY 26,2010 10-12 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: RESOLUTION PRELIMINARILY DETERMINING PROJECT SITE TO BE BLIGHTED AND PROVIDING FOR A PUBLIC HEARING WITH RESPECT TO THE BLIGHT DETERMINATION FOR PROPERTY LOCATED AT LOTS 3 & 5 OF THE UNIVERSAL BUSINESS PARK (DERMATOLOGY ASSOCIATES OF WISCONSIN S.C. PROJECT) WHEREAS, the Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Authority") is a Redevelopment Authority organized by the City of Oshkosh, Wisconsin (the "City") and is authorized by Section 66.1333 of the Wisconsin Statutes, as amended (the "Act") to prepare redevelopment plans and urban renewal plans and undertake and carry out redevelopment and urban renewal projects within the corporate limits of the City, including but not limited to: (a) to acquire property necessary or incidental to an urban renewal program and to lease, sell or otherwise transfer such property to a public body or private party for use in in accordance with a redevelopment plan and to assist private acquisition, expansion, improvement and development of blighted property for the purpose of eliminating its status as blighted property; (b) to enter into contracts determined to be necessary to effectuate the purposes of the Act; and (c) to issue revenue bonds to finance its activities; and WHEREAS, the Authority has been provided with a blight report (the "Blight Report"), attached hereto as Exhibit A, with respect to a project site located at Lots 3 and 5 of the Universal Business Park in the City of Oshkosh, Wisconsin (the "Property") owned by Dermatology Associates of Wisconsin S.C.; and WHEREAS, the Blight Report indicates that the Property is a blighted property in need of rehabilitation and blight elimination in accordance with Section 66.1333 of the Wisconsin Statutes; and WHEREAS, the Authority will hold a public hearing in accordance with Section 66.1333(5)(c)(2) on June 21, 2010 to determine if the Property is blighted; and WHEREAS, the Authority will authorize and direct the Executive Director to publish the Notice of Public Hearing in substantially the form attached hereto as Exhibit B regarding the designation of spot blight in the official newspaper of the City of Oshkosh, Wisconsin; and WHEREAS, the owner of the Property, will execute and deliver to the Authority a waiver in the form attached as Exhibit C, waiving the twenty (20) day notice of hearing requirements set forth in Section 66.1333 of the Wisconsin Statutes. NOW, THEREFORE, BE IT RESOLVED by the commissioners of the Authority: 1. Findings and Determinations. Based on the information provided in the Blight Report, it is preliminarily determined that conditions of blight exist on the Property. 2. Public Hearing. The Authority will hold a public hearing on June 21, 2010 in accordance with Section 66.1333(5)(c)(2) and this Resolution. The Executive Director will publish or cause to be published a Notice of Public Hearing, in substantially the form attached hereto as Exhibit B, in the official newspaper of the City on behalf of the Authority. 3. General Authorizations. The Chairperson and the Executive Director and the appropriate deputies and officials of the Authority, in accordance with their assigned responsibilities are hereby each authorized to execute, deliver, publish, file and record such other documents, instruments, notices and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this Resolution. Any actions taken by the Chairperson and the Executive Director consistent with this Resolution are hereby ratified and confirmed. 4. Effective Date: Conformity. This Resolution shall be effective immediately upon its passage and approval. To the extent that any prior resolutions of the Authority are inconsistent with the provisions hereof, this Resolution shall control and such prior resolutions shall be deemed amended to such extent as may be necessary to bring them in conformity with this Resolution. Adopted and approved this zs" day of May, 2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: _ Thomas Belter, Chairperson By: _ H. Allen Davis, Executive Director CERTIFICATION BY EXECUTIVE DIRECTOR OF THE AUTHORITY I, H. Allen Davis, hereby certify that I am the duly qualified and acting Executive Director of the Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Authority"), and as such I have in my possession, or have access to, the complete corporate records of the Authority and of its governing body; that I have carefully compared the transcript attached hereto with the aforesaid records; and that said transcript attached hereto is a true, correct and complete copy of all the records in relation to the adoption of Resolution No. 10-12 entitled: "RESOLUTION PRELIMINARILY DETERMINING PROJECT SITE TO BE BLIGHTED AND PROVIDING FOR A PUBLIC HEARING WITH RESPECT TO THE BLIGHT DETERMINATION FOR PROPERTY LOCATED AT LOTS 3 AND 5 OF THE UNIVERSAL BUSINESS PARK (DERMATOLOGY ASSOCIATES OF WISCONSIN S.C. PROJECT)." I hereby further certify as follows: 1. Said Resolution was considered for adoption by the governing body of the Authority at a special meeting held at City Hall located at 215 Church Avenue, Oshkosh, Wisconsin, at 4:00 p.m. on May 26, 2010. Said meeting was a special meeting of the governing body of the Authority and was held in open session. 2. Said Resolution was on the agenda for said meeting and public notice thereof was given not less than twenty-four (24) hours prior to the commencement of said meeting in compliance with Section 19.84 of the Wisconsin Statutes, including, without limitation, by posting on the bulletin board in the City Hall, by notice to those news media who have filed a written request for notice of meetings, and by notice to the official newspaper of the City. 3. Said meeting was called to order by , who chaired the meeting. Upon roll, I noted and recorded that the following commissioners were present: and that the following commissioners were absent: I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said Resolution, which was introduced, and its adoption was moved by and seconded by _ Following discussion and after all commissioners who desired to do so had expressed their views for or against said Resolution, the question was called, and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows:AYE: NAY: ABSTAINED: Whereupon the meeting chairperson declared said Resolution adopted, and I so recorded it. IN WITNESS WHEREOF, I have signed my name hereto as of this ze" day of May, 2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN [SEAL] By: _ H. Allen Davis, Executive Director EXHIBIT A BLIGHT REPORT OF PROPERTY LOCATED AT LOTS 3 AND 5 OF THE UNIVERSAL BUSINESS PARK IN THE CITY OF OSHKOSH (the "Property") (Dermatology Associates of Wisconsin S.C. Project) Statutory Definitions of "Blight" Section 66.1333(2m)(bm) of the Wisconsin Statutes provides a definition of "blight" and cites certain examples of conditions of blight. Both the broad statutory definition and the blight finding which have been made by municipalities throughout the State are much broader than the classic dictionary definition of blight. Essentially the Statute provides three (3) separate routes to identify blight: 1. Property which by reason of dilapidation, deterioration, age or obsolescence, inadequate provisions of ventilation, light, air or sanitation, high density of population and overcrowding, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, is conducive to ill health, transmission of disease, infant mortality, juvenile delinquency or crime, and is detrimental to the public health, safety, morals or welfare; or 2. Property which by reason of faulty lot layout in relation to size, adequacy, accessibility of usefulness, unsanitary or unsafe conditions, deterioration of site or other improvements, diversity of ownership, tax or special assessment delinquency exceeding the fair market value of the land, defective or unusual conditions of title, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, substantially impairs or arrests the sound growth of a village, retards the provisions of housing accommodations or constitutes an economic or social liability and is a menace to the public health, safety, morals or welfare in its present condition and use; or 3. Property which is predominantly open and which because of obsolete platting, diversity of ownership, deterioration of structures or of site improvements or otherwise, substantially impairs or arrests the sound growth of the community. WHD17l40090.2 A-l Narrative Description of Blight Conditions at the Property Dermatology Associates of Wisconsin S.C. represents that the following conditions of blight currently exist and will be corrected with completion of the project to be financed with the proceeds of conduit tax-exempt Bonds, which project consists of the (i) remodeling and refurbishment of an existing approximately 5,000 square foot clinic facility located at 1515 Randolph Court in the City of Manitowoc, Wisconsin, (ii) construction of an approximately 50,000 square foot addition to an existing approximately 5,000 square foot facility located at 801 York Street in the City of Manitowoc, Wisconsin, (iii) acquisition of approximately 2.5 acres of land located at Lots 3 and 5 of the Universal Business Park in the City of Oshkosh, Wisconsin and construction of an approximately 8,000 square foot clinic and surgery facility and (iv) payment of certain costs related to the issuance of the Bonds (the "Project"). The subject property for spot blight consideration is located at Lots 3 and 5 of the Universal Business Park. CONDITIONS OF BLIGHT The Project Site suffers from significant challenges that impair efficient economic development of the site and which will require rehabilitation and or remediation, including: • The lots available for development had remained undeveloped since the Business Park was created in 1989 • Lots ultimately developed by the Borrower were small and irregularly shaped which necessitated the acquisition of more than one lot to accommodate reasonable development on the site • The height restrictions existing on development also served to necessitate the purchase of two lots to allow for sufficient development • The storm water management plan for the site was insufficient and required redesign of storm water management plan WHD/7140090.2 A-2 EXHIBIT B NOTICE OF PUBLIC HEARING PROPOSED DESIGNATION OF SPOT BLIGHT BY THE REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH The Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Redevelopment Authority") has proposed to designate the property located at Lots 3 and 5 of the Universal Business Park in the City of Oshkosh, Wisconsin (the "Property") as blighted Property in need of rehabilitation and blight elimination in accordance with Section 66.1333 of the Wisconsin Statutes. The Redevelopment Authority will hold a public hearing at 4:00 p.m. on June 21, 2010, at City Hall located at 215 Church Avenue, Oshkosh, Wisconsin. The purpose of this public hearing is to allow all interested parties a full opportunity to express their views with respect to the proposed designation of blight with respect to the Property in order to assist the Redevelopment Authority in making its determination. Copies of the Blight Report are available from the Executive Director at 215 Church Avenue, Oshkosh, Wisconsin, weekdays from 8:00 a.m. to 4:30 p.m. or by mail. Publish above as Class 2 Notice on: June 4 and June 11, 2010 Executive Director Redevelopment Authority of the City of Oshkosh WHDI7l40090 .2 B-1 EXHIBITC WAIVER OF NOTICE OF PROPOSED DESIGNATION OF SPOT BLIGHT BY THE REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH The Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Redevelopment Authority") has proposed to designate the property located at Lots 3 and 5 of the Universal Business Park in the City of Oshkosh, Wisconsin (the "Property") as blighted property in need of rehabilitation and blight elimination in accordance with Section 66.1333 of the Wisconsin Statutes (the "Act"). The Redevelopment Authority will hold a public hearing at 4:00 p.m. on June 21, 2010, at City Hall located at 215 Church Avenue, Oshkosh, Wisconsin. The purpose of this public hearing is to allow all interested parties a full opportunity to express their views with respect to the proposed designation of spot blight of the Property in order to assist the Redevelopment Authority in making its determination. Copies of the Blight Report with respect to the Property are available from the Executive Director at 215 Church Avenue, Oshkosh, Wisconsin, weekdays from 8:00 a.m. to 4:30 p.m. or by mail. The undersigned, as the owner of the Property, hereby waives the twenty (20) day notice of hearing requirements set forth in Section 66.1333(5)(c)(2) of the Wisconsin Statutes. The owner further acknowledges that the Property is "Blighted Property" within the meaning of the Act, for the reasons set forth in the Blight Report. Executed this _ day of .,2010. By: _ Title: _ WHDI7I40090 .2 C-l REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN MAY 26,2010 10-13 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: FINAL RESOLUTION REGARDING REDEVELOMENT REVENUE BOND FINANCING FOR 524 NORTH KOELLER STREET LLC WHEREAS, the Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Authority"), is a public body and a body corporate and politic duly organized and validly existing under and pursuant to Sections 66.1333 of the Wisconsin Statutes, as amended (the "Act"); and WHEREAS, the Authority is authorized and empowered pursuant to Section 66.1333(5) of the Wisconsin Statutes, as amended, within the City of Oshkosh, Wisconsin (the "City") to:(a) acquire or assist private acquisition, improvement and development of blighted property for the purpose of eliminating its status as blighted property; (b) issue bonds or other indebtedness for such purposes; and WHEREAS, pursuant to a resolution duly adopted on September 16, 2009 entitled "INITIAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR RIVER VALLEY ONE, LLC PROJECT," the Authority expressed its intention to issue revenue bonds of the Authority in an amount not to exceed $3,500,000 to finance a project to be owned by River Valley One, LLC, a Wisconsin limited liability company, and/or a related limited liability entity to be formed (defined therein as the "Borrower"), consisting of the (i) acquisition of land, (ii) construction of two buildings which will be completed in two phases, each approximately 10,000 square feet in size, to be located at 524 North Koeller Street in the City of Oshkosh, Wisconsin and (iii) payment of financing fees (defined therein as the "Project"), which Project will be constructed by the Borrower and leased to Schenck S.C. and other tenants for office/retail space, all of which would contribute to the well-being of the City; and WHEREAS, the Borrower has determined that the Borrower and owner of the Project will be 524 N Koeller Street, LLC, a Wisconsin limited liability company, and not River Valley One, LLC; and WHEREAS, the Borrower has determined that for the purposes of this issue of Bonds (as defined below), the Project shall consist of the (i) acquisition of land, (ii) construction of a single building, approximately 10,000 square feet in size, to be located at 524 North Koeller Street in the City of Oshkosh, Wisconsin and (iii) payment of financing fees (the "Project"), which Project will be constructed by the Borrower and leased to Schenck S.C. and other tenants for office/retail space; and WHEREAS, the Borrower has requested that the Authority issue its Redevelopment Revenue Bonds, Series 2010 (524 N Koeller Street, LLC Project) in an amount not to exceed $1,400,000 (the "Bonds"), for the purpose of financing the Project; and WHEREAS, the Act authorizes the Authority to issue revenue bonds in its discretion to finance its activities under the Act; and WHEREAS, the Borrower has heretofore presented the Authority with proposed documentation for the Bonds (collectively, the "Bond Documents"), as follows: (a) a a Bond Agreement (the "Agreement") to be entered into by and among the Authority, the Borrower, U.S. Bank National Association, as Trustee (the "Trustee") and U.S. Bank National Association, as Original Purchaser (the "Original Purchaser"); and (b) a Promissory Note relating to the Bonds to be executed by the Borrower and endorsed by the Authority, providing for the payment by the Borrower on terms scheduled to provide the Authority with revenue sufficient to retire the Bonds in accordance with their terms; and (c) a No Arbitrage Certificate; and WHEREAS, it is hereby found and determined to be in the best interests of the City and in furtherance of the Authority's redevelopment objectives for the Authority to proceed with the issuance and sale of the Bonds for the purpose of financing the Project.NOW, THEREFORE, BE IT RESOLVED by the Commissioners of the Redevelopment Authority of the City of Oshkosh, Wisconsin, as follows: Section 1. Additional Findings and Determinations. It has been found and determined determined and is hereby declared as follows: (a) the Project site located at 524 North Koeller Street in the City of Oshkosh, Wisconsin, has previously been determined by the Authority and the City to be "blighted property" within the meaning of the Act, based upon the advice of Bond Counsel; (b) the Project is a "Redevelopment Project" within the meaning of the Act, based upon the advice of Bond Counsel; 2 WHD17l43911.3 (c) the purpose of the Authority's financing the costs of the Project is and the effect thereof will be to promote the public purposes set forth in the Act; (d) it is desirable that revenue bonds in the aggregate principal amount not exceeding $1,400,000 (the "Bond Amount") be issued by the Authority, maturing at such dates and in such amounts and at interest rates, such that the weighted average interest rate does not exceed 9%, and upon the terms set forth in the Bond Agreement under the provisions of which the Authority's interests in the Bond Agreement (except for certain rights described in the Bond Agreement) will be assigned and pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on all Bonds outstanding under the Bond Agreement; (e) based upon representations from the Borrower, the estimated aggregate cost of financing the Project and paying the costs incident to the financing is not less than the Bond Amount; (f) the loan repayments required to be made by the Borrower under the Bond Agreement will be sufficient to produce income and revenue to provide for prompt payment of principal of and interest on and premium, if any, on all Bonds issued under the Bond Agreement when due; the amount necessary in each year to pay principal and interest on the Bonds due in such year, whether on a stated payment date, a redemption date, or otherwise; and the Bond Agreement provides that the Borrower shall provide for the maintenance of the Project in good repair and keeping it properly insured; and (g) a Notice of Public Hearing was published in the Oshkosh Northwestern, and a hearing was held before the Authority on May 26, 2010 in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. Section 2. Designation, Denomination, Tenor, Maturity and Scheduled Mandatory Redemptions of Bonds Created for Issuance. The Bonds shall be issued in the aggregate principal amount not to exceed $1,400,000 and shall be designated as follows: REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN REDEVELOPMENT REVENUE BONDS, SERIES 2010 (524 N KOELLER STREET, LLC PROJECT) The Bonds shall be issued in the form and upon the terms set forth in the Bond Agreement, which terms, including without limitation denominations, interest rates, redemption provisions and maturity, are for this purpose incorporated in this Resolution and made a part hereof, with such insertions therein as shall be necessary to comply with the terms of this Resolution and with such corrections therein, if any, as bond counsel may require for conformity with the terms of this Resolution, the Bond Agreement and the Act. The form and the terms of the Bonds now before the Commissioners of the Authority are hereby approved. 3 WHD17143911.3 Section 3. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the Authority with the facsimile or manual signature of its Chairperson, countersigned with the facsimile or manual signature of its Executive Director, and shall have impressed, imprinted or otherwise reproduced thereon an official seal, if any, of the Authority or a facsimile thereof. No Bond shall be issued unless first authenticated by the Trustee to be evidenced by the manual signature of an authorized signatory of the Trustee on each Bond. Section 4. Approvals and Authorizations. The Bond Documents are hereby approved. The Chairperson and the Executive Director of the Authority are hereby authorized and directed in the name and on behalf of the Authority to execute such documents to which the Authority is a party, and either one of them or both of them are authorized and directed to execute such other documents, agreements, instruments or certificates as are deemed necessary or desirable by counsel for the Authority or bond counsel, including an Internal Revenue Service Form 8038, certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required by the Trustee, the Purchaser and bond counsel to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein, and such other documents as may be necessary to effectuate the closing of the Bonds and which are approved by bond counsel and by counsel for the Authority. Section 5. Bonds as Special Limited Obligations. The Bonds shall be special, limited obligations of the Authority. The Bonds shall not be the debt or obligation of the Authority, the City of Oshkosh, Winnebago Winnebago County, the State of Wisconsin or any political subdivision thereof, do not constitute or give rise to charges against its general credit or taxing powers, if any, are not payable in any manner from revenues raised by taxation, do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction of the Authority, the City of Oshkosh, the State of Wisconsin or any political subdivision or public body thereof. Section 6. Source of Payment; Pledge of Revenues. The Bonds shall be special, limited obligations of the Authority payable by it solely from revenues and income derived by or for the account of the Authority from or for the account of the Borrower, including (i) all payments by the Borrower on the Promissory Note, pursuant to the Bond Agreement, (ii) and all cash and securities held from time to time in the Trust Funds created under the Bond Agreement and investment earnings thereon. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Authority shall pledge and assign to the Trustee all of its right, title and interest in and to the trust estate described in the Bond Agreement (except for certain reserved rights set forth in the Bond Agreement). Section 7. Redemption of Bonds Prior to Maturity. In addition to scheduled 4 WHDI7143911.3 principal payments, the Bonds shall be subject to mandatory and optional redemption prior to maturity as provided in the Bond Agreement. Section 8. Trust Funds. The Trust Funds and accounts created under the Bond Agreement to be held in the custody of the Trustee and applied for the uses and purposes provided in the Bond Agreement are hereby authorized and approved. Section 9. Investment of Trust Funds. Any moneys held as a part of the Trust Funds held by the Trustee under the Bond Agreement may be invested and reinvested by the Trustee in accordance with the Bond Agreement. Section 10. Sale of the Bonds. The Bonds shall be sold to the Underwriter pursuant to private negotiation at the principal amount of the Bonds, less the underwriter's discount set forth in the Bond Purchase Agreement. Section 11. Execution and Delivery of Documents. The form, terms and provisions of the Bond Documents now before the Commissioners of the Authority are hereby approved. The Chairperson and the Executive Director of the Authority are hereby, and each of them is hereby, authorized to execute and deliver each of the Bond Documents for, in the name and on behalf of the Authority. The execution and delivery of any Bond Document or any other document by the Chairperson or the Executive Director of the Authority shall be conclusive evidence of the approval of the Authority of such document in accordance with the terms thereof. The approval hereby given to the various Bond Documents referred to in this Resolution includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereto, deletions therefrom and additions thereto as may be approved by the counsel for the Authority and bond counsel. Section 12. Effective Date; Conformity. This Resolution shall be effective immediately upon its passage and approval. To the extent that any prior resolutions of the Authority are inconsistent with the provisions hereof, this Resolution shall control and such prior resolutions shall be deemed amended or superseded to such extent as may be necessary to bring them in conformity with this Resolution. Section 13. Approval of Mayor. The issuance of the Bonds and the authorizations set forth in this Resolution are subject to the condition that the Mayor of the City shall have approved the issuance of the Bonds in accordance with the requirements of Section 147(f) of the Code. Section 14. Fees. All out-of-pocket costs of the Authority, including attorneys' fees, in connection with the issuance and sale of the Bonds shall be paid from the proceeds of the Bonds or by the Borrower. 5 WHDI7143911.3 Section 15. Notice of Bond Sale. Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be published in the official newspaper of the Authority as a class 1 notice under Chapter 985 of the Wisconsin Statutes. Dated: May 26,2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: _ Thomas Belter, Chairperson By: _ H. Allen Davis, Executive Director 6 WHD17l43911.3 CERTIFICATION BY EXECUTIVE DIRECTOR I, H. Allen Davis, being first duly sworn, hereby certify that I am the duly qualified and acting Executive Director of the Redevelopment Authority of the City of Oshkosh, Wisconsin (the "Authority"), and as such I have in my possession, or have access to, the complete corporate records of the Authority; that I have carefully compared the transcript attached hereto with the aforesaid records; and that said transcript attached hereto is a true, correct and complete copy of all the records in relation to the adoption of Resolution No. entitled: FINAL RESOLUTION REGARDING REDEVELOPMENT REVENUE BOND FINANCING FOR 524 N KOELLER STREET, LLC I hereby further certify as follows: 1. Said Resolution was considered for adoption by the Authority at a meeting held at City Hall located at 215 Church Avenue, Oshkosh, Wisconsin, at 4:00 p.m. on May 26, 2010. Said meeting was a regular meeting of the Authority and was held in open session.2. Said Resolution was on the agenda for said meeting and public notice thereof was given not less than twenty-four (24) hours prior to the commencement of said meeting in compliance with Section 19.84 of the Wisconsin Statutes, including, without limitation, by posting on the bulletin board in the City Hall, by notice to those news media who have filed a written request for notice of meetings, and by notice to the official newspaper of the City of Oshkosh. 3. Said meeting was called to order by , who chaired the meeting. Upon roll, I noted and recorded that the following commissioners were present: and that the following commissioners were absent: 7 WHD/71439 1 1.3 I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said Resolution, which was introduced, and its adoption was moved by and seconded by _ Following discussion and after all commissioners who desired to do so had expressed their views for or against said Resolution, the question was called, and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows:AYE: NAY: ABSTAIN OR NOT VOTING: WHEREUPON, the meeting chair declared said Resolution adopted, and I so recorded it. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Authority hereto on this 26th day of May, 2010. REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN [NO SEAL] By: _ H. Allen Davis, Executive Director 8 WHD/7143911.3 EXHIBIT A NOTICE TO THE ELECTORS On May 26, 2010, a resolution was offered, read, approved and adopted whereby the Redevelopment Authority of the City of Oshkosh, Wisconsin authorized the issuance and sale of its Redevelopment Revenue Bonds, Series 2010 (524 N Koeller Street, LLC Project) in an amount not to exceed $1,400,000 (the "Bonds"). It is anticipated that the closing of this bond sale will be held on or about June 15, 2010. A copy of all proceedings had to date with respect to the authorization and sale of said Bonds is on file and may be examined in the office of the Executive Director, 215 Church Avenue, Oshkosh, Wisconsin. This notice is given pursuant to Section 893.77, Wisconsin Statutes, which provides that an action or proceeding to contest the validity of such financing, for other than constitutional reasons, must be commenced within 30 days after the date of publication of this notice. Executive Director Redevelopment Authority of the City of Oshkosh, Wisconsin A-I WHD/714391J3