HomeMy WebLinkAbout531 N Main LLC DelerFire agreement 2014 AGREEMENT
WHEREAS, 531 N. Main LLC has an offer to purchase and desire to redevelop the
property commonly known as the former Kitz Printing building, located at 531 N. Main Street
and encompassing the parcel identification number 90700350100, located in the City of
Oshkosh ("the Property") as shown on the attached Exhibit "A" to this Agreement; and
WHEREAS, Neleven, Inc. "DealerFire" will be moving their business to the building
once redevelopment is completed; and
WHEREAS, the City of Oshkosh (the "City") desires to work with 531 N. Main LLC to
facilitate the redevelopment of the Property; and
WHEREAS, it is desirable to prepare and submit an application for a Wisconsin
Economic Development Corporation (WEDC) Community Investment Grant Program (CIP) to
assist with certain of the costs associated with the redevelopment of the Property; and
NOW, THEREFORE, the City of Oshkosh, hereinafter referred to as the "City", and 531
N. Main LLC and Neleven, Inc. hereinafter referred to as "DealerFire", agree as follows:
1. The City shall submit an application for a WEDC Community Investment Grant
Program (CIP) to assist with the 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 CIP grant
requirements in relation to this Agreement and the WEDC CIP grant, if awarded.
3. 531 N. Main LLC 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 CIP grant, if awarded, including but not limited to permits and approvals from the
Wisconsin Historical Society.
4. 531 N. Main LLC shall be responsible for the Match Investment identified in the
WEDC CIP 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 CIP grant, if awarded.
5. 531 N. Main LLC shall use WEDC CIP funds under the terms of the activities
outlined in Exhibit B. Failure to use the WEDC CIP funds on the terms of Exhibit B will result in
payment requests being denied.
6. 531 N. Main LLC 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 CIP grant.
7. 531 N. Main LLC 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 CIP grant.
8. 531 N. Main LLC shall comply with the requirements listed in the agreement
between the WEDC and the City.
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9. 531 N. Main LLC and Neleven, Inc. shall fully and completely cooperate with the
City, the City's attorneys, the City's Auditors or other representative of the City (collectively, the
"City") in connection with any internal or governmental Audit, with respect to matters relating to
this Agreement. Such cooperation may include, but shall not be limited to, responding to
requests for documents and/or other records, and making Contractor's employees available to
the City (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews,
factual investigations, and providing declarations or affidavits that provide truthful information
in connection with any Audit; (ii) volunteering to the City all pertinent information related to any
Litigation or Audit; and (iii) providing information and legal representations to auditors in a form
and within a timeframe requested.
10. The agreement between 531 N. Main LLC and the City shall expire once the
project is completed and all necessary paperwork has been submitted to the WEDC.
11. Subject to any limitations contained in Sec 893.80 and any similar statute, of the
Wisconsin Statutes, the City agrees to hold 531 N. Main LLC, 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.
531 N. Main LLC 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 531 N. Main LLC'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.
Notwithstanding any other provision of this Agreement, it is further agreed that to the fullest
extent permitted by law 531 N. Main LLC 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,
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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.
12. This Agreement shall be construed under the laws of the State of Wisconsin.
13. 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.
3
IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, and 531 N. Main LLC and
Neleven, Inc. have respectively caused this Agreement to be duly executed on this /,5
day of January, 2014.
CITY OF OSHKOSH 531 N. :i 1 4
By: e, "` 'tC_ By:
u - A Rohloff, Cit Man.•er Eric • •pman, Co-owner
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And: we. .Li /r�'l> • And: ' -.----
Pamela R. Ubrig, Ci Clerk ' I A :gner, Co-owner
And li,atf id Neleve , _
.Rum, wait , 6sistgal-Finance Director And
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Eric s• President
STATE OF WISCONSIN )
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WINNEBAGO COUNTY )
Personally came before me this day of January, 2014, the above named Eric
Hoopman and Brian Wagner, the owners of 531 N. Main LLC to me known to be the persons
who executed the foregoing instrument and acknowledged same as and for said company, by
its authority. \`1���∎ii,iiii��ri��i
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STATE OF WISCONSIN ) -> 9 ••••‘,
WINNEBAGO COUNTY )
Personally came before me this day of January, 2014, the above named Eric
Hoopman, President of Neleven, Inc. to me known to be the persons who executed the
foregoing instrument and acknowledged same as and for said company, by its authority.
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STATE OF WISCONSIN)
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WINNEBAGO COUNTY )
Personally came before me this JS`1 day of January 2014, the above named Mark
Rohloff, City Manager, Pamela R. Ubrig, City Clerk, and Tari Wt0d 4, Vq2u... Finance
Director, of the City of Oshkosh, to me known to be the persons who executed the oregoing
instrument and acknowledged same as and for said Corporation, by its authority.
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Notary Public, Winnebago Ooun y, WI
My Commission Expires: 1/4a0/i/
Ap4roved as to form: A
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Lynn •renson, 11614 •rney
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Exhibit A
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The City of Oshkosh creates and maintains GIS maps and data for its own use. They may show the
approximate relative location of property,boundaries and other feature from a variety of sources. Printing Date:12/9/2013 OfFIK(afFI
These map(s)/datasets are provided for information purposes only and may not be sufficient or
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appropriate for legal, engineering, or surveying purposes. They are provided "AS-IS" without Prepared by:City of Oshkosh,WI ON WATER
warranties of any kind and the City of Oshkosh assumes no liability for use or misuse.
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Exhibit B
Wisconsin Economic Development Corporation
Community Development Investment Prospect Data Sheet a 8
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Grant Request: $250,000 Applicant Match: $ 992,000 Total Project Cost: $ 1,242,000
Project Tier(pick one): ❑Tier 1 ® Tier 2 ❑ Tier 3
Name of WEDC Community Account Manager:Naletta Burr
B APPL]<CANT'INFORMA LON
Legal Name: City of Oshkosh
Applicant Type: City ['Town ❑Village ❑County
FEIN#: 39-6005563 See Attachment#1 (Submit completed W-9 as a separate document)
Address: 215 Church Ave,PO Box 1130
City, State, Zip: Oshkosh,WI 54903
Telephone. #: (920)236-5055 Fax#: (920)236-5053
Internet Address: www.ci.oshkosh.wi.us
C. FOCAL GOVERNMENT'CONTACTS
Primary Contact:
Name:Allen Davis Title:Community Development Director
Address(if different):
Phone:(920)236-5055 Email: adavis @ci.oshkosh.wi.us
Highest Elected Official:
Name:Burk Tower Title:Mayor
Address(if different):
Phone:(920)236-5002 Email:btower @ci.oshkosh.wi.us
Official Authorized to Sign Contracts:
Name:Mark Rohloff Title:City Manager
Address(if different):
Phone: (920)236-5002 Email:mrohloff @ci.oshkosh.wi.us
Individual to Receive Grant Payments:
Name:Allen Davis Title:Community Development Director
Address(if different):
Phone:(920)236-5055 Email:adavis @ci.oshkosh.wi.us
Reporting Contact:
Name:Kelly Nieforth Title:Economic Development Specialist
Address(if different):
Phone:(920)236-5045 Email:knieforth@ci.oshkosh.wi.us
D. SECONDARY CONTACT(e,g, consultant, developer,partner, as applicable);
Name:Eric Hoopman Title:Founder and President
Organization:Neleven,Inc.DB/A DealerFire
Explain Role:Founder and President of business that will utitlize grant funds.
Address: 146 Algoma Blvd. Suite G
City, State,Zip:Oshkosh,WI 54901
Tele.#: (920)230-1111 Fax#:(920)230-1107
Email Address:ehoopman @dealerfire.com
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E. PROJECT AREA DETAILS
Project Location: ®City ❑Town El Village Of: County: Winnebago
Is the project located in a TID?El Yes ®No If yes,creation date: Click here to enter a date.
Is the project located in a State or Federally declared disaster area?°❑Yes ®No
If yes, was the declaration within the 24 months prior to submitting an application?❑Yes ❑No
If yes, date of declaration: Click here to enter a date.
Does the applicant currently own the property on which work is to occur? ❑Yes ®No
If no, how do you have or expect to obtain ownership or access to the property?
❑ Condemnation Timeframe:
❑ Tax Delinquency Timeframe:
® Purchase (attach purchase agreement or option) Timeframe: Closing December 20th,2013.
See Attachment#2.
❑ Development Agreement Timeframe:
❑ Other: Timeframe:
Current Ownership: Jeffrey Kitz Phone:(920)233-3974 Email:N/A
F. REDEVELOPMENT NARRATIVES (reference Required Supporting Documentation as needed)
1. Project Description (three page limit):
a. Describe the project,its implementation and the significance of this project to the community
b. The potential of the project to enhance the livability of the community(e.g. removal of blight,
enhancement of pride)
c. The extent to which this project is included in and/or complements previous regional or
municipal planning efforts
d. The extent to which the project supports best smart growth practices;best downtown
redevelopment practices; and has community wide support
e. Describe any public/private partnerships developed and the extent to which the applicant can
ensure that all of the activities outlined within this application will be undertaken? (e.g.
conditions of loan agreements,status of development agreements, etc.)
See Attachement#3
2. Project Timeline(two page limit):
a. Describe past and planned project activities with timelines, including planning process, site
control, environmental condition,and a project implementation schedule
b. Provide detailed descriptions of intended property transactions to occur over the next five years
See Attachment#3
3. Project Financing (two page limit):
a. Describe the various methods that will be used to fund the project and include the progress of
establishing or receiving funds
b. Describe the financial need for grant funding that cannot be met through private sector sources
(e.g. traditional financing, equity investment or donor support),public sector support(e.g. RLF
financing,TIF financing, and public borrowing) or a reduction in the scope of the project
See Attachment#3
2
4. Economic Development Potential (two page limit)
a. Describe the potential of the project to enhance the economic viability of the community(e.g.
tax base increases,job creation, stimulation of private investment). A response should consider
the impact on the area's economic distress and any other factors of significant impact
b. Describe the potential for the project to promote economic development in the neighborhood,
community, county and/or region
See Attachment#3
G.`PROJECT TIMELINE
Start Date: January 2014 End Date: July 2014
H. FROJECTED_ECONOMIC DEVELOPMENT
How many full-time jobs will likely be created at the
project site: 65 existing, 123 new jobs Average wage: $35,366
Current assessed value of the property or district in which work is occurring: $227,000
Projected assessed value of the property or district in which work is occurring: $840,000
A detailed justification of these estimates should be provided in the Economic Development Potential narrative
requested above.
I. LEGAL INFORMATION = YESINO
Has the applicant, or any owner, officer, subsidiary or affiliate,been involved in a lawsuit ❑ Yes ®No
in the last 5 years?
Has the applicant, or any owner,officer, subsidiary or affiliate, ever been involved in a ❑ Yes ®No
bankruptcy or insolvency proceeding or are any such proceedings pending?
In the last 5 years,has the applicant, or any owner, officer,subsidiary or affiliate, been
charged with a crime, ordered to pay or otherwise comply with civil penalties imposed, or ❑ Yes ®No
been the subject of a criminal or civil investigation?
Does the applicant, or any owner, officer, subsidiary or affiliate,have any outstanding tax ❑ Yes ®No
liens?
Please attach a detailed explanation of any YES responses.
I.-STATE-REQUESTS FOR BID OR PROPOSAL
Are you aware of any State of Wisconsin request for bid or request for proposal to which the
applicant intends to respond or to which the applicant or has recently responded? ❑ Yes ®No
If yes,please provide the following: •
a. Identify the bid or request for proposal(e.g.,bid number, or general description or
title).
b. Identify the state agency or public entity to which you are submitting the bid or
proposal.
c. Explain the status of the bid or proposal (e.g.,recently submitted; considering
submission;in current negotiations).
Please note that if you answer"yes",WEDC may not be able to discuss potential fmancial
assistance until the request for bid or request for proposal process has been completed.
1
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K REQUIRED SUPPORTING_DOCUMENTATION CHECKLIST
Please include the following attachments: Included Attachment
1. A map indicating the project location within its municipal jurisdiction and
any specially designated federal, state or local economic or taxation zone ® 7
encompassing the project site.Photographs of the site and surrounding area.
2. A copy of any applicable redevelopment plan pertaining to the project. ® 8
3. Narrative describing each line item included in the project budget. If any ® 9
past costs are to be considered as match,please dates,purpose and amount.
4. A copy of any cost estimates or bidding conducted for costs listed in the ® 10
project budget, or an explanation of the basis for all costs.
5. A copy of any applicable development agreement with private parties
benefitting from project implementation.
6. A copy of the project pro forma to demonstrate the financial viability of the 11
project.
7. Documentation that demonstrates the success of obtaining financing (e.g.
commitment letters from lending institutions,municipal resolutions for ® 12
financing or TID creation).
8. For any committed end users or partners having an ownership in the
property,provide a history of the individual or company's operations with ® 13
resumes detailing relevant experience and involvement and percentage of
ownership if applicable.
9. Individuals owning 20%or more of the project may be required to submit ® 14
signed and dated personal financial statement.
10. Statements from community,public and economic development leaders that ® 15
support the project proposed for funding.
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L. CERTIFICATION,STATEMENT
This application, and the information being submitted to WEDC, is true and correct to the best of my(our)
knowledge. This also certifies that:
1. The applicant certifies that to the best of its knowledge and belief,the information being submitted to
WEDC is true and correct.
2. The applicant understands submitting false or misleading information in connection with an application
may result in the applicant being found ineligible for financial assistance under the funding program,
and the applicant or its representative may be subject to civil and/or criminal prosecution.
3. The applicant certifies that it is in compliance with all laws,regulations, ordinances and orders of
public authorities applicable to it.
4. The applicant certifies that it is not in default under the terms and conditions of any grant or loan
agreements,leases, or financing arrangements with its other creditors.
5. The applicant understands this application and other materials submitted to WEDC may constitute
public records subject to disclosure under Wisconsin's Public Records Law, § 19.31 et seq. The
applicant will mark documents"confidential"where appropriate for financial and other sensitive
materials that should be,to the extent possible,be kept in confidence. WEDC will notify the applicant
if it receives a public records request for materials marked confidential.
6. The applicant certifies that WEDC is authorized to obtain a credit check and Dun and Bradstreet on the
applicant,the business and/or the individual(s).
7. The recipient of Community Development Investment Grant funds shall enter into a contract with
WEDC that may require, at the discretion of WEDC,a personal or business guarantee from any private
owner of the site with more than 20%ownership interest.
8. The recipient of Community Development Investment Grant funds shall provide WEDC verified
statements, semi-annual project reports, financial reports, and a financial audit in accordance with the
contract between parties.
9. The applicant understands that grant eligibility is limited to only one Tier 1 or Tier 2 Community
Development Investment Grant per fiscal year.
10. Funds received for remediation under the Community Development Investment Grant program shall
not replace funds from any other source including Agri-Chemical, Petroleum Environmental Cleanup
Act and the Superfund.
11. Funds received under the Community Development Investment Grant program shall not be used for
environmental remediation costs where there is a known viable causer of contamination with
ownership interest in the property.
12. The applicant certifies that it has disclosed and will continue to disclose any occurrence or event that
could have an adverse material impact on the project. Adverse material impact includes but is not
limited to lawsuits, criminal or civil actions,bankruptcy proceedings,regulatory intervention or
inadequate capital to complete the project.
13. The applicant will provide signage, according to WEDC specifications, at the project site indicating
WEDC financial participation should grant funds be provided to the project.
14. The applicant is will identify WEDC participation in planning and feasibility documents should grant
funds be provided to produce the documents.
Signature: % �`- U / Date: 12/12/2013
(Authorized Representative)
Printed Name:Mark Rohloff Title: City Manager,City of Oshkosh
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