HomeMy WebLinkAboutSix Rivers Investment CITY OF OSHKOSH
LEGAL DEPARTMENT
215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130
PHONE: (920) 236-5115 FAX(920)236-5106
LETTER OF TRANSMITTAL
To: Six Rivers Investments LLC Date: June 18, 2013
601 Oregon Street Project: Property Redevelopment
Oshkosh, WI 54902 From: Carol Marchant
Re: Agreement
Attn: Grant Schwab
Please find: ® Attached ❑ Under Separate Cover
El Copy of Letter ® Agreement ❑ Amendment El Report El Agenda
El Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans
❑ Specifications El Estimates El Diskette El Zip Disk El Other
Quantity Description
1 Fully Executed Agreement (original)
These are being transmitted as indicated below:
El For Approval ❑ For Your Use El As Requested El For Review& Commen
Remarks: C\
Efi
Signed: C.�i{ i � EN,�0' '
614
cc: City Clerk (original)
Community Development (copy) 0C,
City Attorney (copy) r '
CSC
AGREEMENT
WHEREAS, Six Rivers Investments LLC ("Six Rivers") has purchased and desires to
redevelop the property commonly known as the former Jeld Wen property, located generally
between the terminus of W. 4th and 5th Avenues to the west and 330 feet south of Oregon
Street to the east, and W. 6th Avenue to the south and the Fox River to the North and
encompassing parcel identification numbers 90900010100, 90900010000, 90902390000 and
90300010000, all located in the City of Oshkosh ("the Property") as shown on the attached
Exhibit "A" to this Agreement; and
WHEREAS, the City of Oshkosh (the "City") desires to work with Six Rivers to facilitate
the redevelopment of the Property and to obtain an easement over or obtain title to a portion of
the Property to construct a portion of the City's proposed Riverwalk System; and
WHEREAS, it is necessary to conduct Phase I and II Environmental Site Assessments
of the Property, an Asbestos Inspection and pre-demolition environmental hazardous material
assessment and demolition of structures located on the property; and
WHEREAS, it is desirable to prepare and submit an application for a Wisconsin
Economic Development Corporation (WEDC) Site Assessment Grant (SAG) to assist with
certain of the costs associated with the assessment and potential redevelopment of the
Property; and
WHEREAS, it is more cost effective and efficient for Six Rivers and the City to
cooperate in obtaining the WEDC SAG grant and sharing the information obtained pertaining
to the Property.
NOW, THEREFORE, the City of Oshkosh, hereinafter referred to as the "City", and Six
Rivers Investments, LLC hereinafter referred to as "Six Rivers", agree as follows:
1. The City shall submit an application for a WEDC Site Assessment Grant (SAG)
to assist with the site evaluation and redevelopment of the Property. The application shall be
for the purposes identified in and substantially in the same form as the attached Exhibit B to
this Agreement.
2. The City shall be responsible to complete all necessary WEDC SAG grant
requirements in relation to this Agreement and the WEDC SAG grant, if awarded.
3. Six Rivers shall provide the City with all testing results, data, or other information
in its possession or reasonably obtainable by it to assist the City with the submittal of the Grant
application and compliance with all requirements of the Grant, if awarded.
4. Six Rivers hereby permits City, its employees, duly authorized representatives,
agents and subcontractors, the temporary right to enter upon and have temporary rights of
ingress and egress over and access at reasonable times to the Property to complete the City's
responsibilities in relation to this Agreement and the WEDC SAG grant, if awarded.
WHD/9480389.4 1
5. Six Rivers shall be responsible for obtaining all required permits and approvals
for all work to be performed on the Property in relation to this Agreement and the WEDC SAG
grant, if awarded, including but not limited to permits and approvals from the Wisconsin
Department of Natural Resources.
6. Six Rivers shall be responsible for the Match Investment identified in the WEDC
SAG application and directly pay for all project costs including but not limited to any permit or
approval costs and fees, and any contractors' fees and consultants' fees, relating to the
performance of responsibilities under the WEDC SAG grant, if awarded.
7. Six Rivers shall submit to the City payment requests with all necessary
supporting documentation to allow the City to request reimbursement under the terms of the
WEDC SAG grant. One payment request shall be submitted when approximately one-half of
the project is completed and an additional payment request shall be submitted upon
completion of the project. Additional payment requests may be submitted as Six Rivers may
determine necessary. Within 15 days of the date reimbursement is received from WEDC, the
City shall issue a check to Six Rivers for the allowed reimbursement amount less the fee
specified in paragraph 8 below.
8. Six Rivers shall pay to the City a fee of $500 per payment request to reimburse
the City for the City's costs of administering the WEDC SAG grant.
9. Subject to any limitations contained in Sec 893.80 and any similar statute, of the
Wisconsin Statutes, the City agrees to hold Six Rivers, its officers, officials, employees, and
agents harmless from any and all liability, including claims, demands, losses, costs, damages,
and expenses of every kind and description (including death), or damages to person or
property arising out of the terms of this Agreement where such liability is founded upon or
grows out of the acts of omission of any City's officers, employees, or agents while acting
within the scope of their employment.
Six Rivers agrees to hold the City, its officers, officials, employees, and agents harmless from
any and all liability, including claims, demands, losses, costs, damages, and expenses of every
kind and description (including death), or damages to person or property arising out of the
terms of this Agreement where such liability is founded upon or grows out of the acts of
omission of any Six River's officers, employees, or agents while acting within the scope of their
employment.
Nothing in this Agreement is intended as a waiver of the City's right or opportunity to rely upon
the governmental limitations and immunities contained within Wisconsin law. Municipal
immunities and limitations include, but are not limited to, Sections 345.05, 893.80, and 893.83,
Wisconsin Statutes. Such damage limits, caps and immunities are intended to be preserved
and are incorporated into this agreement and shall govern all disputes, contractual or
otherwise, as they apply to the parties and their agents, officers, and employees.
The intention of this paragraph is that each party shall be responsible for its own actions and
inactions related to this Agreement.
WHD/9480389.4 2
Notwithstanding any other provision of this Agreement, it is further agreed that to the fullest
extent permitted by law Six Rivers shall indemnify and hold harmless the City, its employees,
agents, contractors and consultants from and against all claims, damages, losses and
expenses, direct and indirect, or consequential damages, including but not limited to attorneys'
fees and all Court, arbitration or other dispute resolution costs, arising out of, resulting from, or
related to the presence and/or involvement of hazardous substances or constituents, including
hazardous waste, at or contiguous to the project site or contained in samples collected by or
received by the City or its contractors and/or consultants from the site. This indemnification
extends to claims against the City or any of its employees, agents, contractors or consultants
which arise out of, are related to, or are based upon, the disposal, discharge, escape, release,
spillage or saturation of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids,
gases or any other material, irritant, contaminant or pollution in or into the atmosphere, or on,
onto, upon, in or into the surface or subsurface of soil, water or watercourses, objects, or any
tangible or intangible matter, whether such event or circumstance is sudden or not. Nothing in
this paragraph is intended to indemnify, or shall be construed as indemnifying the City, its
employees, agents, contractors or consultants with respect to claims, losses, expenses or
damages to the extent caused by the City or its employees', agents', contractors' or
consultants' own negligent acts or omissions.
10. This Agreement shall be construed under the laws of the State of Wisconsin.
11. This Agreement, and all other documents or instruments that may be required by
this Agreement, may be executed in several counterparts, each of which shall be deemed an
original, but all of which shall constitute the same instrument.
[SIGNATURES ON THE FOLLOWING PAGE]
WHD/9480389.4 3
IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, and Six Rivers have
respectively caused this Agreement to be duly executed on this ("—' day of June, 2013.
CITY OF OSHKOSH SIX RIVERS I VESTMENTS LLC
By: ..: d--P(Rer � j :y. •_ _ _
Mar<A. Rohloff, City Manager fifirrchwab, Manag-'r
4_ .
And: 04,,,n4.,■5 1
---- - -. 5 ,40,@tr lerk .ittecti.
it c,(.p� 7° e]d
And: {?fin
L"ei?
Peggy o, Finance Director
STATE OF WISCONSIN )
) ss.
WINNEBAGO COUNTY)
Personally came before me this & day of June, 2013, the above named Grant Schwab,
the Manager of Six Rivers Investments LLC to me known to be the person who executed the foregoing
instrument and acknowledged same as and for said company, by its authority.
5\itAl;-1 c 4"--: Alita,,Jf:11/,I-
C 0
Notary Public/Winnebago CoAn y, WI
My Commission Expires: •"7 C,7/10//
STATE OF WISCONSIN)
) ss.
WINNEBAGO COUNTY)
Personally am b fo e e as t -'day of June, 2013, the above named Mark A. Rohloff,
City Manager, MTIJ Clerk, and Peggy Steeno, Finance Director, of the City of
Oshkosh, to me known to be the persons who executed the foregoing instrument and acknowledged
same as and for said Corporation, by its authori�.
■
'
i .
• _ Public, '+' Y.-•o County, WI
My Commission Eames:(q
Ap.0ved as to f,rm:
lkilh. . tallitil...d
ynn orenso , y Attorney
WHD/9480389.4 4