Loading...
HomeMy WebLinkAbout32631 / 83-03October 27, 1983 (CARRIED PURPOSE: INITIATED BY LOST LAID OVER tl3 RESOLUTION WITHDRAWN ) APPROVE REDEVELOPMENT AGREEMENT - MRI DEVELOPMENT CORPORATION CITY ADMINISTRATION BE IT RESOLVED by the Common Council of the City of Oshkosh that the following attached Redevelopment Agreement and Contract for Sale between the City of Oshkosh and MRI DEVELOPMENT CORPORATION for the Algoma/Church project is hereby approved. SUB?f?TT�,9 �'Y ,_� r,?P::^°rD - 3 - ■ �� 0 RESOLUTION # 3 REDEVELOPMENT AGREEMENT AND CONTRACT FOR SALE This Agreer:ent made this day of 1983, by and between the CITY OF OSHKOSH, a Wisconsin Municipal Corporation (hereinafter called "City") and MRI DEVELOPMENT CORPORATION, a Wisconsin Corporation (hereinafter called "Developer"); WITNESSETH: WHEREAS, City wishes to revitalize the Algoma/Church Redevelop- ment �roject site; and WHEREAS, City has adopted a redevelopment plan pursuant to Wisconsin S:atutes 66.43 in June 1982; and WHEREAS, Developer has proposed to City the conversion of the now existina Beach Building into a Class A of£ice building and a variety of landscaping and public site improvements (hereinafter called "Project") and WHEREAS, City shall purchase and sell to Developer the property as further described herein to be developed by Developer as herein con- tained; NOW, THEREFORE, for a�d in consideration of the mutual promises herein contained, the receipt and sufficiency of which is hereby ack- nowledaed, the parties hereto agree as follows: I. Site A. Acauisition City shall acquire title to the property (hereinafter called "Site"J more particularly described on attached Exhibit "A" - 3a - 0 RESOLUTI0:1 # 3 -Z- B. Site Preparation City shall, at its expense, demolish and remove all structures contained upon the Site at the time of City's acquisition, except the structure known as the Beach Building, in accordance with the Demolition F�greement attached hereto as Exhibit "B". C. Sale of Site Upon the completion of the responsibilities contained in Paragraphs I A'and I B, City shall sell and Developer sha11 purchase Site for the amount of $100,000.00. Developer shall pay, at closing, said $100,000.00 in U. S. currency or its equivalent. Date of said closing shall be determined by City, provided Developer has fifteen (15) days written notice. Provided, however, that closinq shall not be later than October 15, 19II3. D. Convevance Conveyance of Site shall be by warranty deed in the form of Exhibit "C" attached hereto and incorporated herein. Ci.ty shall furnish and deliver to Developer for examination at least fifteen (15) days prior to the date set by City for closinq, an Owner's policy of title insurance in the amount of (S ) Dollars, naming the Developer as the insured, as its interest - 3b - RESOLUTION # 3 : 3- ,may appear, written by a responsible title insurance comnany licensed in the State of Wisconsin, which policy shall guarantee the City's title to be in the condition called for by this Agreement, except for mortgages, judgments or other liens, if any, which will be satisfied out of the proceeds of this sale. 1� commitment by such a title insurance company, agree- ing to issue such a title policy upon the recordinq of the proper documents as agreed herein, sh�.:ll be deemed sufficient performance. City shall bear the cost of such title insurance and title commitment. E. Easement City shall arant Developer an easement, the purpose of which is to obtain access to Site from Church Street, and as more particularly described in Exhibit "D". � F. Modification of Easement The location of the easement granted in paragraph I F. for the purpose of providing access to Church Street may be changed by the City with the approval of Developer, which approval shall not be unreasonabl}� withheld. II. Pinancing A. Industrial Revenue Sonds City shall issue Industrial Revenue Bon3s for the - 3c - , RESOLUTION # 3 �4 - Project in the amount of One Million Five Hundred Thousand ($1,500,000.00) Dollars. B. Loan City shall, at the time of closing, loan Developer Two Hundred Thousand ($200,000.00) Dollars. Developer shall execute a note and second mortgage in favor of City for said Two Hundred Thousand ($200,000.00) Dollars at eight (8%) per cent interest for a term not to exceed ten (10) years. Said mortgage to be secondary and subordinate to Developer's first mortgage and any substitutions or replacements therefor. In the event Project is sold by Developer to buyers as condominium office units, City shall release as security from its second mortgage, any portion of the building so sold when requested to do so by Developer. Said note and mortgage or any portion thereof may be assumed by any condominium buyers in amounts determined by Developer. Such assumption shall be secured by the portion of ihe building purchased by the buyer, as well as the buyers assumption and pro- mise to pay, and the Developer's promise to pay which shall remain in full force and effect until said note is paid in full. Developer shall pa}> the interest on said note annually for a term of three (3) years. At the commencement of the fourth (Ath) }�ear, Developer shall pay $100,000.00 of the principal then owing. At the commencement of the fifth (Sth) year and each year - 3d - RESOLUTION # 3 r5- thereafter until said principal and interest be fully paid, Developer shall pay Fourteen Thousand Two Hundred Eighty-six ($14,286.00) Dollars repre- senting principal and shall add to said payment the amoun± o£ interest then accrued on the outstanding balance. e. Additional Compensation Developer shall pay City in the calendar year comm- encing 1986 and,for each calendar year thereafter, for nineteen (19) years, an amount equal to the real property taxes which would be assessed Por "the prior year on a full value assessment of $1,500,000.00. City shall give credit to Developer, or its successors in ownership, for such payment against the real property taxes paid by Developer, or its successors, in any such year. Payment hereunder shall be made by Developer, or its successors, on or before the due date(s) for the payment of real property taxes for any given year. III. The Project A. Developer shall design and reconstruct or convert, as the case may be, the structure known as the Beach Building to a Class A office building. B. Developer shall commenc� reconstruction or conversion of the Beach Building on or be£ore January 1, 1984. - 3e - RESOLUTION # 3 !� C. Develooer shall diligently prosecute such reconstruct- ion or conversion and shall use its best efforts to comolete said Project on or before January 1, 1985. The plans and specifications for the Project shall be reviewed by and approved by City prior to commencement of work. City, by approving said plans and specific- ations, does not assume any liability therefor. D. Developer covenants and agrees that the Project will cost not less �h3n One Million Five Hundred Thousand ($1,5�0,000.�0) Dollars. E. All construction shall be carried out in a good and workmenlike manner, using first class materials and in accordance with all applicable laws, ordinances, rules and regulations of governmental authorities hav- ina jurisdiction over the construction. F. Developer aqrees that it shall not permit any con- struction liens, and shall indemnify and save City harmless for claims arising from work performed in connection with Project. G. Developer shall erect and display a sign indicating the proposed development. The sign shall contain information concerning the involvement of the City and Developer and shall be approved by City. F. Developer agrees to procure and maintain, durinq the period of construction and until-the date of completion, - 3f - RESOLUTION # 3 SE a policy or policies of insurance, which will insure against liability for injury or death to persons or loss or damage of property occurring in or about the Site and to name City as an additional insured on such policy or policies. IV. Closina A. Closing shall occur on or before October 15, 1983. B. �t the closing, and prior to the disbursement of any funds hereunder; all of the following shall be accomplished: 1_ City and Developer shall have executed this Agree- ment. 2. City shall have issued Industrial Development Bonds for the Project in the amount of One Million Five Hundred Thousand ($1,500,000.00) Dollars. 3. The Site plan and exterior building design for the Project shall have been fully approved by all parties and a building permit issued. 4. '1'he guarantees as further described in Paragraph IV A hereof shall have been executed. 5. City shall deed Site to Developer. 6. Developer shall execute note and mortgage as provided for in Paragraph III B. - 3� - RESOLUTION # 3 � V. Events of ar:d Remedies Upon Default A. Commencement and Prosecution of Construction If Developer fails to commence construction of the Project o❑ or before January 1, 1984, or if, after commencing construction Developer shall fail to pro- secute such construction in a reasonable manner or complete exterior structural work, site finishing and common areas on or before January 1, 1985, City may, at its sole discretion, either terminate this Agree- ment or take control of such construction and to con- tinue it to completion or until given reasonably sat- isfactory assurance by the Developer that Developer has the intention and means to commence or resume and complete it. City shall be further entitled to re- ceive from Developer thus in default, an assignment of its right, title and interest under any and all architectural and construction contracts (which con- struction contracts shall contain provisions permittinc. assignability under such circumstances), financing agreements and other contracts to the extent that such assignment is both legal and necessary in order to en- able City to perform them caith the benefit of all assignment agreements made in regard to such construct- ion by Developer - 3h - In such case, Developer shall be RESOLUTION # 3 �� liable for any expenditure incurred for such construction by City hereunder, if any, and such expenditures, in addition to the items set forth in the other subsections of this Paragraph V A shall constitute a debt immediately payable to City. B, kaiver No waiver of any default in the performance of any terms, provisions or convenants contained in this Agreeme�t shall be deemed to be a waiver of any subsequent default in the perPormance o£ the same terms, provisions or covenants or any other terms, provisions, or covenants contained in this Agreement. C. Transfers Except as speci€ically permitted herein or with the prior written consent of City had and obtained in each case, which consent shall not be unreasonably withheld or de- layed, Developer shall not suffer to be made any sale, lease, assignment, conveyance or other transfer of its interests in this Agreement or in the Project of any part thereof prior to completion, except as herein provided. For the purposes o£ this Section, transfers of control o£ the Developer by transfer of stock or by granting of a controlling interest in a partnership, as the case may be, shall be deemed a transfer as provided above. Except - 3i - IV RESOLUTION # 3 -10- as specifically permitted herein or with the prior written consent of the City had and obtained in each case, which consent shall not be unreasonably withheld or delayed, Developer shall not sell, assign, convey or otherwise transfer its interest in this Agreement or Project or any part thereo£ prior to completion. '1'he foregoing shall not prevent Developer from entering into contracts with and conveying to Buyer portions of the buildina as condominium office units to be delivered to Suyer. Such trans£er shall not relieve Developer from its obligation to complete the entire b�ilding in accord- ance with the terms of this Agreement. For purposes of this Section, transfers of control o£ the Developer by transfer of stock or by granting of a controlling interest in the partnership, as the case may be, shall be deemed a prohibited transfer provided above. Miscellaneous A. Guarantee Developer does hereby unconditionally quarantee to City the completion of the Project in accordance with the provisions o£ this Agreement and the re- payment of any and all loans hereunder. In addition thereto the following named officers of Developer, Leonard Backus and Wayne Chaney, do hereUy personally - 3� - RESOLUTION # 3 -11- and unconditionally guarantee to City the com- p�etion of the Project in accordance with the pro- visions of this Agreement and the repayment of any and all loans hereunder. a. Parties Bound This Agreement shall be binding, according to its terms upon and inure to the benefit of the parties hereto, their successors, successors in interest and assigns. C. �'otices Al1 notices required or desired to be given hereunder shall be sent by Certified or Registered Mail, Return Receipt Requested, and if to City to: City Manager City of Oshkosh 215 Church Street Oshkosh. Wisconsin 54901 and if to Developer to: Leonard Backus MRI Development Corporation 219 Washington Avenue Oshkosh, Wisconsin 54901 Each of the parties shall have the right to change the address to which notices are sent by written notice to the other. _ 3k _ -12- RESOLUTION # 3 E. Law This Agreement shall be governed by and construed in accordance with the laws of the Stale of Wisconsin. �. After Closing Each acreement, obligation, resprescntation and under- standing of the parties hereto contained in this Agre�- ment shall survive the closing. IN WITVESS WHEREOF, the parties have hereunto set their hands ar.d seals t5e day and year above written. THE CITY OF OSHKOSH � Title Title MRI DGVELOPMENT CORPORATION ( SE:. ( SE:. By (Sf Wayne C. Chaney - President and individually as guarantor (SI. Leonard G. Backus - Secretary and individually as guarantor - 31 - MORTGAGE NdI'E RESOLUTION # 3 S200,000.00 Oshkosh, Wisconsin , 1983 For value received, MRI DEVELOPMENP CORPORATION, promises to pay to CITY OF OSHF"OSH, a Municipal Corooration, at Oshkosh, Wisconsin, the principal sum of Tr�o Hundred Thousand ($200,000.00) Dollars, with interest thereon at the rate of eight (8;6) per cent per annum, in the amounts and on the dates following, to-wit: Accrued interest shall be paid annually on the anniversary date for a period of three (3) years; at the commencement of the fourth (4th) year One Hurxired Thousand ($100,000.00) Dollars of the principal then owing; at the commencement of the fifth (Sth) year and each year thereafter until said principal and interest be fully paid, Fourteen Thousand 'IWo Hunclred Eighty-six (514,286.00) Dollars representing principal ar.d to such payment shall be added the amount o£ interest then accrued on the out- standing balance,provided that the entire'amount of principal and interest be paid no later than the tenth (lOth) anniversary hereof. If default shall be made in the payment of principal or interest when the same becomes due, or in the event of any Pailure to comply with any of the terms, covenants or conditions of the mortgage collarteral hereto, the entire unpaid prir:cipal, together with interest, shall at the option of the holder hereof, become at once due ar.d payable without any notice whatever (notice beir�g hereby waived), such option to kk exercised at any time after default. herewith. This note is secured by a mortgage on real estate bearing even date MRI DEVELOPh1E[VP CORPORATION (SEAL Wayne C. Chaney, President an in ivi ua y �s guarantor (SEAL Leonard G. Backus - Secretary and in ividual.ly as guarantor - 3m - 0 . RESOLUTION # 3 A part of Lots 15, 13, 17 and 23 of Block "G" of Leach's Map of 1894, Seventh (7th) R'ard, City of Oshkosh, Winnebaqo County, Wisconsin containing 73,454.02 square feet of land and being described by: Commencing at the Southwesterly corner of Lot 15 oL said Block "G" �nd being the true point of beginninq; runninq thence N. 29°-17'-33^ �. 222.4� feet, along the 'n'esterly line of said Lot 15; thence S. 59°-40'-09" E. 77.56 feet; thence N. 30°-49'-39" E. 28.29 feet; thence S. 59"-36'-i9" E. 8.00 feet; thence N. 30°-23'-41" B. G4.30 feet, to the Southwesterly corner of Lot 19 of said Block "G"; thence S. 57°-2f3'-00" L. 98.50 feet, along the Southerly line of said Lot 19 to the Southeasterly corner oE said Lot 19; thence S. 36°-33'-15" W. 15.83 feet, along the �iesterly line of Wt 13 0� said Blo�k "G°; thence S. 55°-58'-53" �. 55.59 feet, along the Southerly cclge of a concrete curb line; the�ce 5. 45°-03'-33" E. 9.91 £eet, to the �ortherly line oi Lot 17 of said Block "G"; thence S. 57°-26'-09" E. 5.62 feet, alonq the Northerly line of said Lot 17 to a point where the Northwesterly wall oE the re- creation gymnasium intersects the Northerly line of said Lot 17; thence S. 33°-27'10" W. E38.22 feet, along said wall; thence N. 56°-32'-50" W. 4,98 feet, along said wall; thence S. 33°-2"7'-10° [�. 10.30 feet, along said wall; thence S. 56°-32'-50" E. 4.99 feet, along said uall; thence S, 33°-27'-10" W. 38.85 feet, along said wall; thence S. 56°-27"-51" �. 14.99 ieet, along said wall and its projection to a point on the Lasterly line of Lot 17 oi said Block °G"; thence S. 34°-2�'-52" W. 182.49 £eet, to the Southeasterly corner of said Lot 17; thence N. 52°-28'-00" W. 245.88 feet along the Southerly line of said Lots 17, 23 and 15 to the true point of beginr.inq. Together with the following fihree (3) easements for right-of-way purposes over the following described lands: (1) Commencing at the Southwesterly corner of said Lot 15 and being the true point of beginning; running thence N, 52°-28'-00" W. 12.12 feet, along the Southerly line of Lot 16 of said Block "G"; thence N. 29°-17'-33" E. 258.00 feet, along a line 12 feet 6desterly of and parallel to the Easterly line of said Lot 16; thence �. 14°-50'-04" W. 23.65 feet; thence N. 29°-44'-00" E. 72.00 feet; thence N. 75°-0 7'-04" E. 22.1f3 ieet; thence N. 29°-17'-33" E, 85.23 feet, along a line 12 feet Westerly of and parallel to the Easterly line of said Lot 16 to a point on the Northerly line of said Lot 16; thence S. 57°-26'-09" �. 12.02 feet, along the Northerly line of said C,ot 16 to its �ortheasterly corner; thence S. 29°-17'-33" W. 105.31 feet, along the Easterly line of said [.ot 16 to its intersection with the Northerly wall of the City Garage Suilding; '„ thence N, 60°-00'-04^ W. 15.95 feet, along said wall; thence S. 29°-44'-00" W. 57.77 feet, along said wall; tl�ence S. 60°-00'-04" E. 7.45 feet, alonq said wall; thence S. 29°-44'-00° W. 9.27 feet, along said wall; thence 5. 59°-52'-56" �. 9.02 feet, along said wall to its intersection with the Easterly line of said Lot 16; thence S. 29°-17'-33° W. 276.34 feet, along the rasterly line of said Lot 16 to the tnie point of beyinning. (2) Commencing at the Southwesterly corner of said Lot 15; thence N. 29°-17'-33" �. 222.48 feet, along the Westerly line of s�id Lot 15 to th� true point of beginning; running thence S. 59°-40'-09" E. 77.56 feet; thence N. 30°-49'-39" E. ?,20 feet, thence N. 59°-52'-56" w- 7� �a foo* � ,� o r� � �c o CS' � � i-' r n N � i-j N X � � r � � w o a� m m �+ HaN r� �o 0 '�j (�D N G •• C r rt N O r• f� H O � � � � � � fi HC7 � rt O LTl O rr y y' oro ��o • H C]n�0 O (D i-t rt fD O � ro N (CD � � m � � ta �� i� N N � w �;