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ASSIGNMENT OF LEASE AND Tx:4173067
1695642
DEVELOPMENT AGREEMENT
Document NEimber pocument 7itle REGISTER'S OFFICE
WINNEBAGO COUNTY, WI
RECORDED ON
10/05(2U15 9:18 AM
This instrument drafted by:
Attorney David J. Prask�
Oshkosh, 1�I 5�I903-1130
�ULIE PAGE!
REGISTER OF DEEDS
�E�CiRDING FEE 30.00
PA{;ES: 49
Recording Area
Name and Return Address
City Attomey Office
P O 8ox 1130
Oshkosh Wl 54903-1130 G
Parccl Idcntificltion Numbcrs (PiN}
0102220000
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ASSIGNMENT OF LEASE. AND DF�ELOPM�NT AGI2E�MENT
THIS ASSIGNMENT �F LEASE AND DEVELOPMENT AGREEMENT (the
"Assignment") is made effective this :Z.� day ofsc��_, 2015, by aY�d between THE TtIVERS
PHASE II — OSHK�SH, LLC, a VVisconsin limited liability company ("Borrotiver"}, CHOICE
BANK, a Bank Chai-tered by tlle State of Wisconsin, ("Lender"), the CITY OF OSHKOSH, a
Wiscansiu m�.inicipality, and the CITY OF OSHK(}SH RED�VELOPMENT AUTI�ORITY
(collectively, the "City") by virtue of heing the Landtord of the Property (collectively refeiY�ed to
as "1'arties") (individually as "Pa�•ty").
RECITALS
WHEREAS, the City of Oshkash Redevelopment Authority is the awner of tliat property
commonly known 1s Lot 2 of Project - Sot�tli as pai•t of tt�e Marion Road/Pearl Avenue
Redeveloprnent Phase II Az•ea and more particularly desa�ibed as pat�t of Lot 2 of Cei�tified
Suivey Map 6408 in EYhibit A attached to this Assigiunent {the "Prapei•fy"}, which Cet'tified
Survey Map 6408 was recorded �vith the Winnebago County Register af Deeds on October 5,
2009, as Docurrzezxt Number 1520619, and is incorpoi•ateci i��to this Assignment;
WHEREAS, the City and Borro�vei• have entez•ed into a Developnient Agreement, dated
S'�,y�;y����- � , 2015, foi• the Property (the "Development Agreemen#") which,
anlong other things, governs aspects of the developmeut of the Property, a copy of which is
aitached hereto as Exhibit B;
.Y3'HEI2L'AS, the City and Boa•ro�ver have entei•ed into a Lease Agi•eement, datec�
�• ��, 2015, for the Propei•ty {t}ie "Le�se") to allo�v Borro�ve�' to begin
development arid construction on the Propei�ty, a copy of wl�ich is attached hez•eto as pai� of
Exhibit B;
WHEREAS, the Lender is making a loan to t}�e Boi•rowe�• foi• construction of a building
on t11e Property (the "Loari"); and
YYIIEREAS, in oi•der to mlke such loan, the Lender is requii•ing that the City of Osi�lcosh
and the City of C3shkosh Recievelopment Authority both consent to this Assignmea�t, and that
Borrower entez•s into this Assigrunent as a conditioz� of obtaining the Loan.
NOW TH�R�FORE, in consideration of the mutual covenants contained heeein and
othez• good and valuable consideration, tl�e sufficiency and receipt of which is hereby
ackna�vledged, the Pa�-ties agree as follows:
AGREEMENT
L Reeitals. The foregoing recitals are adopted by the Parties, incox•porated herein
by reference and made a part of this Assignment.
3uly 8, Zats
2. Assi�n►�ient. As a condition of obtaii�ing the Loan, Bori•ower hereby assigns,
gi•ants, and conveys to Lender all of its rights, title, and interest undei• the Lease and the
Development Agreement (the Lease liid the Development Agreeme�it collectively referred to as
the "Agreeinents") for collateral purposes. The Pa�•ties agree that such assignment is being done
solely for the purpose of securing all }�ayments and obligations of the Borrowei• in relation to all
loans and loan obligations issued to the Boi7•ower for construction putposes or other purposes in
relation to the development or use of the Property, and that the Lender witl not exercise its rights
under this Assignment unless Borrower is in default under the terms and conditions of any note,
line of credit, loau doctiment, this Assignment, or any other obligatio�i secured by this
Assignment, for consti�uctian or development on the Propei�ty.
3. Pa.yment and Pei•form�nce. Borrower agrees to pay to Lender all amounts owed
to the Lende�• that are secured by this Assignment in a timely manner, and Borrowei� agrees to
strictly perform {1) all of Boi�ro�ver's obligations under this Assignment; {2) all of Boi•rower's
obligations under each of the Agreements; and (3) all of Borro�ver's obligations under any
agreements between Borrower and Lencier associlted with, oi• related to, the Loan (collectively,.
the "Loa�► Docinnents" as such term is defined in the Loan Agreeme��t even date k�e�•ewith
between Bori•awer and Lel�der}. So iong as Bori•ower is not in default under the terms of tl�is
Assignment and not in deflult of any of the Agreements or Loan Doctiments, Borrowex shall
remain in sole possession and cont�•ol of the Property (subject to any rights retained by the City)
and be considei•ed to be the Lessee under the Lease.
�. Natice. Borrower agrees that at no time sl�all Borrower be in default imder the
tei-ms and conditions of any of the Agreernents, and in the event #hat Borl•ower shall be in default
of any of tl�e Agreements, or any default under these Agreeinents is about to take place
(including, but not limited to, the insolvency of Borcower and other defaults contemplated in
Section 12 of ihe Lease, and abanc�otunent by Borrorver contempl�ted in Section I7 of the
Lease), Borrower agrees to immediately notify Lender. In the event that Borrowe�• shall be in
default of any of ttie Agreements, the City shall reasonably endeavor to notify Lender pursuant to
Section 17 belo�v, and shali give Lender a reasonable opportunity to either step into the
Agreeme�its, o�• cure such default on account of Boi7�o�ver. Borrower atzd Le�ider agree to notify
tt�e City of any default, beyonci any appiicable cure pe�•iod, under any of the Loan Doct�ments.
The City shall not be liable to Lender for• any damage sustained by Lendei• due to �t def�uli of
Bori•ower under tlie Agreements, City's failu�•e to alert Lender of sucli default, o�• any action
Lender does or does not take in response to a de�ault by Borrowe�� undez• the Agreements.
S. Warranties and Representations by Borrativer. Bot7•ower here�y represents
and warrants tliat as of the date of signing tl�is Assignme�it, the fallowing:
a. Orvnership. Borrower is etititled to all rights 1nd titie i�nder the Lease and has not
entered into any other loan obligation in relation to the Proper•ty.
b. Rigl�t to Assi�n. Borrawer has full right and approval fi•om the City to assign the
Agreements for collateral pu�•poses.
3
J�,iy s, Zo�s
c. No Prior Assignment. Boirower has not conveyed or previously assigned any
right under any of the Agreements p�•ior to entering into this Assignment.
d. No Further Transfer. Bot�rower will not sell, assign, encuinber, or otherwise
dispose of any of Borrower's rights in the Ag�•eements other than those issiied in
this Assignment.
6. Lencier's Ri�ht to Sten Into #lie A�reements. Lender shall have the right, but
not the obligation, at at�y time upon a default by Borrowei• under this Assignrzlent or any of the
Agreements to: (a) enEer upon and take possession of the Property ucidez• the Lease, (b) to
perform Borrower's duties and receive Borro�ver's benefits under the Lease, and (c) to perform
Boi•rower's duties and receive Borrower's benefits ti�ader the Development Agreement with the
City witli respect to fhe Pz•operty. Tn tlie event of a default by the Borrower, the Lender shall be
givei� a reasonable opporttinity to cure any defatilt by the Bfli7�ower under the terms of the
Agreen�ents to pa�eserve its collateral intez•est ir� the Property, inclttdiiig, but not limited to the
right to purchase tlle Propeiiy, and receive the benefit of tlie City Grant, the WEDC Gr�nt, and
the City Contribution (as those te��tns are c�efined in the Development Agreement), all on the
saine tex•ans and conditians as the Borrower. Lender may engage any agent or agei�ts as Lelide�•
may deem appt•opriate to caz•ry ottt the terms and conditions of those Agreements. To tl�e eYtent
that the Lender steps into t11e Lease and/oi• the Development Agreement in place of the
Sorrower, the Lende�� specifically assumes all obligations and liabilities of The Borrower
pursuant to such Agreement, eYCept as modified in Section I4 below.
Prior to stepping into the Lease or the Development Agreement, the Lender shall notify t(ie City
in �vriting of its intent to take such action. The Lender's notification to the City shail identify the
specific defat�lt(s) of the Borrower and the specifie authority for the Let�der's action. Borrowei•
agrees that the City shall be able to reasonably z•ely ttpon the inforination in the Lender's riotice
and to take �11 i•easonable actiorls in reliance upon sttcli notice. Borrower releases, and
specifica(ly �vaives, all claims for damages under any theory against the City based tipon the
City's reasonable reliance upon the Lender's notice.
The Lender's rights with respect to the Developinent Agreement shall survive any terminatiou of
the Lease ti�igge�•ed by tlie purchase of tl�e Property as conteinplated in the Lease.
7. Lendet•'s Rig;hf to Confer witli flie City. Lender shatl have the right at any time,
even though no default may have occtirred undez� this Assignment or any of the Agreements, to
confer with the City to determine whether, to the City's knowledge, any defattlt has occiirred in
relation to Borrower's pe�•formance under the Agi•eements.
8. Consent by City. The City hereby consents to this Assignment so long 1s Lender
daes not e,cercise its rights to assume either of the Agreements until such time as either: (a) tlie
Lender is notified of an actu�l default under this Assignment or one or mo�•e of the Agreements;
ar (b) the Lender has declared a default under any of the Loan Documer�ts.
9. Le�al E�penses, If any legal action or other proceeding between the Lender and
the Boirowe�• is brought for tlae enforceinent of this Assignment, or because of an alleged or
.Tuly 8, 2015
actual dispute, breach, default or misrepresentation between Ehe Lender and the Borrower in
connection with any provision of this Assignment, aud the Lendet� shall be successful in the
enforcement of this Assibnment, the Lender shatl be entitled to recover from the Bo�7•ower
reasonable attorneys' fees and other costs incutY•ed in such actian or proceeding in addition ta any
other relief to whicli it may be enti#led.
10. No Waiver. The faiIure of Lender to insist upon any one or more instances of
strict pe��fortnance of any of the terms of this Assigmnen# or to institute any action, includit�g the
rights and pz�ivileges. granted to it shall not be consta•ued as a waiver of such terms.
11. Bindin� Effect. This Assignment binds and inures to tlie benefit of the Parties
and theiz• z•espective successors and permitted assigns, as the case may he.
12. Governi��� Law and Venue. This Assignment has been negotiated and eYecuted
in the State of Wisconsin and shall be gaveiYied by �nd interpreted and construed in accordance
with the laws of the Sta#e of Wisconsin. In the event of any dispute, the venue of any litigation
shall be the Cii•cuit Courts of Winnebago County, Wisconsin.
] 3. Ri�ht to Recorci Me�norandum of Assi�ument. Contemporaneously with the
eYecution of this Assigntnent, the Pai�ties may eYecute the Memorandum of Assignment in a
foi•;m agreealile to all parties, ar�d deliver an original of such Memorandun� of Assignment to
Lender. Lender may cause the Memoi•andum of Assignment to be recorded �vith #he Register of
Deeds of Winnebaga County in lieu of this fiill Assignment document. Upon the termination of
this Assigmnent, or the termination of one or both af the Agreements, at the request of any Party,
the Pai•ties will execute a doc��ment in recordable foim, amenc�ing oi• terminating the
Memor�rlcium of Assignment as �pplicable.
14. Modification af Tea•rns in Event of Assumption by Lenc�er.
(a) If Lender specifically ass�imes all obligations at�d liabilities of the BOI'I'OWEY
pursuant to the Lease, upou such assumption, the terms of the Lease shall be
inodified as follo�vs:
(i} Lender shall not be required to hold tl�e City l�armless from any accident
or incident arising, in whole o�• in pai�t, fi•om (1) the intentional or
i�egligent acts of the City, AECOM, Inc. (the City's agent overseeing the
remeciiation), or eithet�'s agents, contractors, subcontractors, invitees or
employees, or (2) any professional errors oi• omissions of AECOM, Inc.
(ii) Lender's obligation to hold #he City harmless fi•o�n any accident or
incident shall eYClude attorneys' fees, profession�l service fees, and expert
witness fees.
(b) If Leiider specificaily assutnes all abligations and Iiabilities of the Borrower
pttrsuant to the Developinent Agreement, upon such assun�ption, the terms of the
Development Agreemez�t shall be modified 1s follows:
July 8, 2015
(i) Lender shall not be required to hold the City harmless and indemnify the
City for any vioiations of the terms and conditions of the WEDC Graz�t (as
defined in tlie Developinent Agreement) arising, in whole or in part, fi•om
(1) the intentional or negligent acts of the City, AECOM, Inc., or eithei•'s
agents, conti•actors, subcontractors, invitees or employees, or (2) ai�y
professional eri•ors or omissions of AEC�M, Inc.
(ii) Lender shall not be required to indemnify the City under Section 13 of the
Developtnent Agreement to the eYtent such loss, liability, damage or
eYpense ai•ises, in whole or in part, from (I) the izitentional or negligent
acts of the City, AECOM, Inc., o�� either's agents, contractors,
subcontractors, invitees or ernployees, oi• (2} any pz•ofessional errors or
omissions of AECOM, Inc.
(iii) Lender's indemnification obiigations ��i�de� Sectio�i 13 of the
Develop��ient Agreement shall eYClude attorneys' fees, p�•ofessional
service fees, and expec•t witness fees.
15. Lender's Liens a��d Eiicwtabr�nces. Notwithstanding anything to the contrary
in Section 23 of the Lease, the City hereby explicitly permits the granting and recording of liens
and encumbz•ances associated witi� the Loan against Borrowe�•'s leasei�old i�rte�•est in the T.eased
Premises (as th�►t term is defined in tiie Lease). The granting of such liens and encutnbrances by
Borrower to Lender sl�all not constititte a default under Section 23 the Lease. If Borro�ver fails
to acquire fee title to tj�e Leased Premises, then tipon the termit�ation or expiration of the Lease,
any liens and encumbrances held by Lender on Borro�ver's leasehold interest shall aukomaticaIly
terminate, and such liens and enc�imbrances shalt be released of record upon reqiiest by the City.
Norivithstanding the foregoing, any liens and encttm6rances held by the Lender on the buildings,
structures, and itnprovements located, or to be located, on the Property shall not terminate or be
released upon the termination or e;cpiration of the Lease.
16. Control over Casualty and Conclemnation Proceecls.
(a} In the evei�t of fire or any casualty, coi�trol ovet' atty insut•ance pt•oceeds granted to
the City i�� the Development Agreement or in the City Mortgage shall be
sizbordinate to the rights over st�ch proceeds granted to Lender in the Laan
Documents.
(b) In the event of condemnation, control over any condemnation proceeds granted to
the City shall be subordinate to the rights over such proceeds granted to Lender in
the Loa�x Documents.
l7. Notice of Default. Lender and the City acknowledge that both have a mut�ral
interest in the suceessfiil �•emediation of the Property, and the successful construction and
operation of the improvements, as contemplated in the Agreements and #he Loan Documents
(collectively, the "Pi•oject"}. As such, upon
July 8, 2015
default by Borrawer under either of the
Agreements or under any of the Loan Documants, and prior to the City oi� Lender enforcing any
remedy agai��st Bon�ower that would have a material adverse effeci on the City or Lendei• eYCept
in the case of an etneigency, the City, in the case of a ciefault under either of tt�e Agreements,
sl�all endeavor in good faith to notify Lendei•; and Lender, i�i the case of a default under any of
the Loan Documents, shall endeavor in good faith to give notice to the City. The �City and
Lendei• shall then discuss tl�e specifics of the default and the alternative rernedies that may be
available to address the defa��lt in light of the relevant facts and circumstances. The City and
Lender shatl work together in good faith in an effort to saivage the Project, In connection with
any such effo�•t that invQlves Lender assuming any obligations under the Ag�•eements, the City
shall in good faith carefiilly consider granting any reasonable request frorn Lender to further
amend the Agreements so that no defaults eYist undei� the Agreements at the time of assumption.
Notices of default shall be given to the City and Lender at the following addresses:
City: City of Oshkosh
Attn: City Atto�•ney
City Attoi�ney's Office
215 Church Avenue
Post Office Bo;c 1130
Oshkosh, WI 54903-1130
Lec�der: Choice Bank
Attn: Conunercial Lending Dept.
2450 Witzel Avenue
Oshkosh, WI 54904
1 S. Multiple Cotuiterp�rts. This Assignment may be simultaneously e�cecuted in
multiple countezparts, all of whicl� shall constitiite one and the same instrument and each of
which shall be deemed to be an original.
(REMAINDER OFP�GELEFTINTENTIDtYALLYBLANIC;
SXGNATURL' PAGE TOLL�I�'S]
July 8, 241 S
EACH PARTY ACKNOWLEDGES THAT THEY HAVE CAR�rULLY READ
AND FULLY UNDERSTAND ALL OF THE PROVISIONS OI' THIS ASSIGNIVIENT.
IN yYlTNESS HEREOF, the parties have hereunto set their hands the day and year first
above written.
I30RROW�R:
LENllER:
Tlie Rivei•s Pi�ase II - Osl�lcosli, LLC, Clzoice Banlc
a Wisconsin limited liability compar�y
Ry: The Rivers Phase II — Oshkosh MM
LLC, A Wisconsin limited liability � By: ��``--�=�___----� `�a
Comparly, Its Manager Signaft�
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By: Noa•thpointe Holdings Corp., Print n�me, title
A Wisconsin Corporation,
Its Sole mber
B:
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Callan L. Schultz
P�'esident
CITY:
Cify of Oshkosl� RedeveloPnient Authority City of Oslilcosli
gy.i ,
H. ]leu
:
July 8, 2015
. Cummings,
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Directoz•
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By:
Approv as to Porm:
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R, L , Lorens Cit ttorney
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STATE OF WISCONSIN )
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covNTY o� '�.�; ��,�N1��� z� �
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Personally came befQre me this
L. Sch�iltz, to me known to be th
acknowledged the satne.
STATE OF WISCONSIN )
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COUNTY OF v!J n n� E�Sa )
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��y � day of..��p� , 2015, the above-named Callan
e pea•so�� �vho e e�' cuted the foregoing instcument and
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1 G�ti - ;� , �n,�- ��'�
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Notai•y Public, State of Wiscon in
My Commission eY�i�•es: �1 (F �C�
'•`Prirtt Nan2e
Personally� �am� pefore me this ��i �"�� day of -�'�^;;,;, ��� 2015, the above-named , to me
known to be tl1�e�,q,��to,e�cecutecl the foregain� instiument on beh�lf of Choice Bank ai�d
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; u�a �. �� Qj� : o; Notary Public, State of R�isconsin
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STATE OF WISCONSIN
COUNTY OF WINNEBAGO
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Personally canle before Yt�e this ��� day of ��' 20l S, th� above-named l��ark A.
Rohloff, to me known to be the person who eYectited the foregoinb instriament aud acknowledged
the same.
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Notary Public, State of Wiscon in
My Commission expires: V7 a.L�/
July 3, 2015
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
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Personally came before me this ��� day of �, 2015, the above-named Pamela
R. Ubrig, to me known to be the person who eYeclited the foregoing instrument and
acknowledged the same.
STATE OF WISCONSIN
CDUNTY OF WINNEBAGO
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Notaiy Pttblic, State of Wisconsi
My Commission expires: `1�1�.
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Personally came before me this �g day of �, 2015, the above-named H,
Alle�� Davis, to me known to be the pet'son who eYecu �d the foregoing instcument and
acknowledged the same.
STATE QF' WISCONSIN
COUNTY OF WINNEBAGO
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Notary P�iblic, Staie of Wiscons'n
My Commission expires: `Z C �S
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Pex�sonally came befare me this ;�.`�"`� day of _.��, 2015, the above-named Steven
J, Cumrnitigs, to me kno�vn to be the peison who executed the foregoing instrument and
acknowledged the same.
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Notary Public, State of Wiscons'n
My Commission expires: ? �P � Iss�
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CEf�TIFfED SURVEY MAP
fti OF LOi 1 PND LOf 2 OF C:RT}FlED SU� 1!M Nl1M6Fli 5879. ���CQ�
NOKTN B/2 OF T}iE SO(lt1fFJSiof%4 F SECT1 HE2'3��T014� ?/IS�NQ RANCE 6 FJST,
FiR57 WMD, C(lY OF OSHKOSN, 141MN�bACO COUHi'l, l`ASCANSflt.
� t035 Ksp'er Uriti•e
6reen Bay, 5515:31 f
. ' 3?O.i68.1978 -
a-nr.zecancom
Cc�;fy!t@hxv ty �:c�%r
SURVEYORS CERFIFICATE
I, Cra1g �D. Hvn�en, reylehled lond aurceyar, htreby cedify, 7hof in fui! eomplionce x4lh lhe pfovielons of Cnopfer 2J6,
eatlon 2J6.34 ot lhe wscon9ln Stalules, lhe Land Su6division Ordinortce of Winne�aqo Counfy, and the City ot O:hkosh,
ond under 4he 6lrection of !he Rodevalapment Avthority of lhe Gty of OshkoeF, owne� o! aoid land, I have :urveyed, d'mded
and mapped lhe folloxi�g lond being otl o( Lot I and lo! 2 0! Cerfliied S�rvoy lAap Number 5679, Beirtq a port o( the
Sovlh 1/2 of the 1lorlAeo�t 1/4 ond part o( !he �to�th 1/2 0l tbe Southeoet f/4 of Seotion 23� Toxnehip IB Horth,
Ronga tb Eost, fint H'ord, Clly oF O�hfcoah, 1Ynnebago Cvunty. �acon�(a� rnore fu}!y described ee foHows:
Commencing af the Eoal k eome� of sold Section 23; thence 501'17�2d'E along fhe east Pne of the Norfheosf 1/4 of
aoid aectton, �D3,23 fat; thenee S88'42'J<`W, 69.52 teel lo�a palnf en the west right—o(--woy of Jackson Slreet and fha
eoet<rty flne at Lol { o! Cetiified Sufvcy �Aop Numbtr 5879, thoi olso being ihe pofnt o( BeglOninq; thence alonq said
right—of—way and �he coeterty line o( aold Lol f 501'2{'3J'E, 231.05_ feel; lAence otong lhe eosteriy line of told Lot 1
SBB'JS'23'1Y, 30.00 /eat; Ihenca eontFrtuing olong Ihc eosterly lfne of salQ Lat F So5'06'42l'/, 88,d4 leet lo fhe southeost
oorner ot soid tol 1; thence afong lhe soolheriy line of sold lo! 1 N65'43'zeYr, 656.90 feet; thence N62'10'26'W, 0I6.83
fttt olong lhe soulhedy line o( sold Lot 1 and thc aoulhe�ty Ilno ol Lot 2 of Ctrlilied Sutvey 6Sap Number 5874 to the
sovthweelerly comnf of �afd Cot 2: lheneo olong ihe t+eetetly line o( enld Lof 2 N3T05'O6'E, 21i.73 .feet to e point on
the aoutherfy righE—ot—way of I<v�ton ftood ond the narthwe9l torner of noM Lot 2; lhence olong said sovlhedy
ri9hl—of—woy S65'46'22�f, 886.59 fcet; �henee eontinving along soid so�Ehetly right—of—wpy S65'S4'10'E, 135.62 feet;
thence eontin�[np olong aotd oovthedy right—ol--x�ay f185'20'29'E, b0.73 feei; lhence contlnut�g oiong salE eouthe�y
tight—o(--woy 1186'33'S6�E, 184.29 teef, t}ienca sonF�nuing obng sold eoulh!dy right—of—WOy 54.99 (eel on a curve lo lhe
right hov�ng o rodfue af SS,00 feot, whose chord bears 5<6'25'2S'E, 45.51 (eeL to a poinF on the westetty riqht—ai—�oy of
Jackson Slreel on6 l60 ?o1�E o{ Beglnning.
Soid paree! eontalne 370,656 oqucre Teet or 8.509 ocres more or legg.
Sold poreet io aublecl to eosements of record.
7hot th: survey o,' sold lortd woe dona Under my direcl aupatvisfon and the map hueort Is a frve ond oCtvrote
reprepenlaUon of the ex{<rior boundaries ond tho divislon (hereaG �
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RiCIS7EAEO uxo WRVCYOR. ' Q.
s�teut 20, zoos F�� HAt�SEN :� �
t�us u u+ otusu:�t su[rry r S•2640 _
DOCVUENT IF THf PflOF�5SOH4. i , f'���ON .
SEAL IS f6lPRIN1E0 17t RED M'D i ,' 1%{� ;�� �
SIGR� !N BLVE �i� S t`'' . `� (} ���
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CERTlF1�D SURVEY MAP II
dil OF LoT 1 IJio I,OT 2 oF CERTIFlE� SURVEY NiF NuMaER se�9. I AECOM
BEiNG A PJKT Of 1HE S4I1T}{ fj2 OF 7}{E ftOftTNEISi 1/4 /Jb pAft'f OF TTiE �
t1QRTN 1/2 Or 1HE SOUTNEAS( 1/; OF SECTIOH 23, TOWNSNIP 18 NORTH, RlJ�CE IS EAS�, �
fIRST Wl.t?0, C(iY QF oSNKQSti, Wlttt7E&4CQ CAU11I1', 1515GOt�sIN.
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NU�lIClPAI aWNER'S CERiIF(CATE
'ihe Redeveloprnenl Aothori[y o/ ihe Cily of O�hkosh� o aeporole body publfc organized and ezl=ting under vnd by rirtue o(
the Lowa of the Slate of lYixonatn, oe oKner, dow hereby eeriify thot sofd Au(horily eovsed ihe land 6encri6ed lo be
surreyed, di»ded, ond mopped 69 represcnted on thls map, in aoeordanee w�th lh: provisioaa of Chopler 236 0l lhe .
Wiseonsin Stalufte ond 1he Land Svbdivislon Ordinance of the Cih• of Oshkosh.
fn SSilnes� wha�eot, lhe eaid Redoveiopment Authotity, hoe coused lhese proeenfo fo bc eigned by
Jac.ksah P.. Rinney ---- Its �ie:uiive 7JireLtor • � and
cou�ler�lgned by � ��
Cb.h4aait
27'�h S_ptan`xS
doy o(
Its _ ��
�`���� , ihls
_, 20 � .
Rcdevelopment Authorify o( the CIEy of Oshkosh:
Joc s n . Kinney
Exe�Olreclot
J ��
Tnomoa BeRer
Chairman
ol
STATE OF YQSCO}IS1N)
.:SS
WINf{EH,lGO COUKtY) ,
Personelly toms befon mc thfs �'h day o(_ �'-pt�r , 20�9 the oforemenUoned repraenlaGves of
the Redevefopment Authorily ot lhe C�ty nf Oahkosh, knoh•n fo mc lo be ihe persone who exec�feQ the (ol9o(nq fnalfvmenf
on eck owJadped the som , /� '
�1�� I "IV! `� �- Vj V�v�f'rr �'" ' .
ilotory'?ubllc, '/ My, commi�elon cxplre� V�/'`� ��
Yl;nrteba90 Counky, $fale o! l5ixon�in
• � • ,
1� � � ..� . I • ,. �.
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Thfe Cer{illed Suney Map of port o( the Sovth 1/2 of the Norfheoa! 1/4 ond porl o! (he North 1/2 of lhs Southeasl 1/6
In Seetioa 2J, 7oWnebfp 18 North, Ao-nge Ib East, First Ylard, City ol Oahkosh, Binn�bego Ceuety, Yfiscoaa4n, Is hereby
opproved.
L,,/ � �=2Y-a� _
CI o ng Commisslon � Oolt
Ropre�Mlative '
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Hwstr! S-2a�o — $.28d0
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CERTIFlED SUR1/CY MAf'
BEtNC A pl,FCi Of 7HEr SOU!}t21/2 OF 7}IE�NORTHElS?N /4t,I,ho PAXT DF T}iE
N�RTN 1�2 Or 7H6 SoUT}{E/,57' ��; OF SECTIOH 23, 10WNSNIP 18 f{OKili, (W�CE 16 EASr,
flRSi WARO, C11Y QF osliK05}{, WINt1E&SCO CAUftIY, 4tSCOt151N.
MUNICIPA� 04YNER'S CERTlF(CAT�
� (� yo
jA�coM
tU35 KeperDm•a
Gn an e ay, l'n 65111
926,168.1578-
WFX'.iBCnTLtG(il
�fi'�.102V9 9f /LhW
TTie RedevalopmaM Aothority of ihe Cily ol Dehkosh, o oeporole body public o�genizad and exl:Ung under vnd by viriue of
the Lowe of the Slote of K'i�conaln, oe owner, doea hereby earll{y thot sald Avfhorily cousad th¢ lond desctibed Io be
surveyed, dfrided, and mopped as represented on Lhls map, In aceorEaoee vr�lh 4he provisionn o( Chapte� 2�6 of lhe
Wisconsin Stolukeo ond Ihe Land Svhdivislon Ordinanee oI the City of Oshko9h.
fn SSilness whareof, lhe �oid Redevelopment Aulhority, ho� caused these prenento to ba signed by
J�� R� Kuv�ey _ tts �iex'tave Director -
, ond
cou�tenlqnad by ��S ��
�hko,�Yt
2�t.}7 S?pteot�Y
_. doy o(
lis _ �-tc�i
k�`r��� , . lhls
,., 20 � .
Rcdevelopment Authority o( the CIEy of Oshkosh:
doc a n . Kinney
Exe�Oireclof
J �-�
Tnomao 6eller
Chalrmon
ol
STAT£ OF WiSCOT�51N)
, .:SS
WItiNE8AC0 COUMY)
Pe�sone�ly tame befota me this �`h doy of �p��r , 20Q9 the oforcmenlioned represenlo[Ivea ot
the RedevelopmenE A�Norily of the Clty e( Oehkosh, lenovrn to mc Lo be Ehe peraone who eXecvted the folgotnq Instrumenl
on ack owledged the ,sam/t. -
�J= V�i�V'!�^' "' � .
Notory'Publlo, '/ My, commisslon explres_ V' r�I ��� '
Yl;iinebagd Counly, $lale of liiston�in �
n � � .� . � �
:�� :� �. :. -
Thf� Cerfilled Survey 1,(op o( porf o( the Soulh i/2 of th� Norlheae� ��4 ond per( of fhe North t/2 of the Southeast 1//
In 5ecUon 2J, 7ownebfp 18 North, kang� 16 Eost, Frrst Ylotd, City of Oshkosh, Kinpcbago Counly, Yfisconaln, Is hsreby
opproved�.���
��/�.,/�,✓, � 2y a�
Clt v ng Commisslon Dote
Ropre�rntative �
. . ``,��}IIIt1����,
`.�.��S�oNS�N%,,
Grr�o. xws�a o ��yO� _~o ' HANSEIJ �:
::FEC!STEREp V,4D SUR�'�YOR � � $•2840
•sc�ueee.2o, 2on9 APPtE1�ON
`,, ws ; �Q ;'
��rns rs ui orucuut sur,v� ;� ( � , •' p ���
DOCUU� IF tkE VROFESSfOW: . rr ��l '•�••• '�;� ♦
'•SE/�L IS IllPitlHiEp L4 RED F710 'r � SURV ��•
SIGNEO 1M BLOE� . J��LlttFll1�15�
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b�' �
LEGAL BESCR.IPTIOl`�T
The Rivers 1.5 Lot
Oshkosh, WI
A parcel of land, being a part of Lot 2 of V,7innebago County Certified Survey Map No. 6408,
located in the I�TE 1/4 of the SE 1/4 of Section 23, Townslup 18 North, Range 16 East, First
Waz�d, City of Oshkosh, ��in.tzebago County, Wisconsin, being more particularly described as:
Beginning at the Nortlzwest corner of said Lot 2 of Certified Sun�ey Map No. 6408, said point
being on the southu�esterIy right-of-way line of Ma.rion Road;
Tlience S65°-46'-22"E, along said southwestexly right-of way line, 238.54 feet;
Thence S24°-13'-36"��, 149.48 feet to the beginning of a curve io the right, having its radius
point bearing northwesterly, 290.00 feet;
Thetice southwesterly 193,16 feei along the arc of said curve, the long chord of t��hich bears
S85°-11'-09"W, 189.61 feet to a point on the noz�theasferly line of Outlot I of Certified Sur�fey
Map No. 5879 and the end of said curve;
Thence N62°-10'-26"W, along said northeasie�ly line of Outlof 1, 72.91 feet to the southwest
corner of said Lot 2 of Certified Survey Map No. 6405;
Thence N24°-13'-38"E, along the westerly line of said Lot 2, 236.95 feet to the Point of
Begir�ning and the end of this description;
Containing 51,843 square feet, or 1.190 acres of land.
LEGAL ])ESCRiPTI�N
Outloi Adjacent to The Rive��s I.5 Lof
Oshkosh, R�I
A parcel of Iand, being a part of Lot 2 of Winnebago County Certified Survey Map No. 6408,
located in the NE 1/4 af the SE 1/4 of Section 23, Township 18 I�rorfh, Range 16 East, First
Ward, City of Oshkosli, Winnebago Counry, Wisconsin, being inore particularlp described as:
Coxnmencing at ihe I�roi-thwest corner of said Lot 2 of Cei�tified Sun�ey Map No. 6408, said point
being on the southwesterly righ#-of-way line of Marion Road;
Thence 5b5°-46'-22"E, along said southwesterly right-of-way line, 2�8.54 feet to the Point of
Beginxvng af this description;
Thence continuing S65°-46'-22"E, along said southwesterly right-of-��ay line, 20.00 feet; .
Thence S24°-13'-36"W, 253.21 feet to the northeasterIy line of Outlot 1 of Certified Survey Map
No. 5879;
Thence N62°-10'-26"W, along said noi-�heasterly lzne of OutIot l, 186.I4 feet to the beginning of
a curve to the left, having its radius pouit beariug northerly 290.00 feet;
Thence northeasterly I 93.16 feet along the arc o:f said curve, the Iong chord of which bears
N85°-I1'-09"E, 189.61 feet; .
Thence N24°-13'-36"E, 149.48 feei to the Point of Beginning and the end of tlus description;
Containing 11,519 square feet, or 0,264 acre af land.
Descriptions by: Ken RTOlf, PLS-1421, AECOM
June 25, 2015
Project No. 60432283
������� � b��
DEVELOPMENT AGREEMENT
Document Number 1 Document Title
Recording Area
Name and Return Address
City Attorney Office
POBox1130
Oshkosh WI 54903-1130
Parcel Identification Numbers (PIN)
0102220000
This instrument drafted by:
Attorney David J. Praska
Oshkosh, WI 54903-1130
�xhibit =
eptember 18, 2015
DEVELOPMENT AGREEMENT
This Development Agreement (the "A�reement") is made as of the 2��day of September, 2015 (the
"Effective Date") by and between the CITY OF OSHKOSH, WISCONSIN, a Wisconsin municipal corporation
(the "Citv"), and THE RIVERS PHASE II — OSHKOSH, LLC, a Wisconsin limited liability company (the
"Owner") and NORTHPOINTE DEVELOPMENT CORPORATION (the "Developer").
RECITALS
A. The Owner is an Affiliate of Northpointe Development Corporation (Northpointe). Northpointe
received an Option to develop and purchase the Property described herein according to the Development
Agreement recorded with the Winnebago County Register of Deeds on January 22, 2014, as Document Number
1656792. Northpointe assigns its Option/Purchase rights to the Owner, and pursuant to a separate agreement
with the Owner will develop the Property pursuant to this Agreement.
B. The Owner and Developer will lease certain Property located in the City of Oshkosh, Wisconsin,
from the City and from the City of Oshkosh Redevelopment Authority (the "RDA"). The leased Property is
described on Exhibit A attached hereto (the "PropertX") and is currently leased by the City from the
Redevelopment Authority beginning on or around June 1, 2006 (the "Prime Lease").
C. The Developer plans to construct on the Property a five story, 40 unit apartment building with
underground and surface parking pursuant to a plan approved by the Common Council on December 9, 2014
through Resolution 14-541 (the "Project") and thereafter acquire fee simple title to the Property following the
completion of certain environmental remediation.
D. The Property was previously subject to a Development Agreement, including various
Amendments thereto, which were all recorded with the Winnebago County Register of Deeds. The benefits and
burdens of this previous Development Agreement, including Amendments, have expired pursuant to the
Agreement's terms, and the Parties now desire to enter into this Development Agreement for the purpose
describing the applicable benefits and burdens and otherwise ensuring the proper development of the Property.
E. The Developer will develop and the Owner will acquire the Property in accordance with the
terms of this Agreement.
E. The Developer's ability to proceed with this Project is contingent upon the City providing
financial and other environmental remediation assistance for the Property to be developed pursuant to the terms
set forth in this Agreement.
F. The City finds it to be in the public interest to utilize grants and other funding to assist the
Developer and Owner to undertake its Project in a manner that is consistent with the terms and conditions of
this Agreement.
G. The City finds that construction of the Project, and fulfillment of the terms and conditions of this
Development Agreement are vital and in the best interests of the City and its residents and will fulfill a public
purpose in accordance with state law.
THEREFORE, in consideration of the foregoing Recitals which are incorporated hereto and made a part
of this Agreement, the promises, covenants and agreements contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the Developer, the Owner, and
the City promise, covenant and agree as follows:
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September 18, 2015
1. Previous A�reements. The Property described in this Agreement was previously subject to a
base Development Agreement, together with various Amendments thereto, which were recorded with the
Winnebago County Register of Deeds. The Parties agree that previous Development Agreements affecting the
Property, including Amendments, have expired and are without further effect. The Parties further agree that the
Property remains subject to all other encumbrances and associated burdens and benefits existing as of the date
of this Agreement, including without limitation leases, easements, covenants, municipal ordinances,
redevelopment plans, and tax increment districts.
2. Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Affiliate" means any entity that, directly or indirectly, controls, is controlled by or is under
common control with a party to this Agreement or such party's successors and/or assigns. For purposes
of this definition, "control" means possessing the power to direct or cause the direction of the
management and policies of the entity by the ownership of a majority of the voting securities of the
entity.
"Citv" means the City of Oshkosh, Wisconsin, a Wisconsin municipal corporation, its successors
and assigns.
"Cit_y Contribution" means payments provided by the City to the Developer as set forth in
Section 2(b), below.
"Completion Date" means the date the Project must be completed, which is December 31, 2016.
"Default" means the occurrence of one or more of the events described in Section 17, below.
"Expiration Date" means the date of termination of the TIF District No 21 under Wis. Stat.
§66.1105(7).
"Project" means the Developer's approved plan to construct a five story, 40 unit apartment
building with underground and surface parking on the Property as approved by the Common Council on
December 9, 2014 through Resolution 14-541, followed by the Developer acquiring fee simple title to
the Property upon the completion of certain environmental remediation
"Project Costs" means the total costs of acquiring and constructing the Project, including all
capital expenditures (or expenditures that could be treated as capital expenditures) and preliminary
expenditures (such as architectural, engineering, surveying, soil testing and similar costs that are
incurred in connection with the construction of the Project) and all other direct and indirect costs of
development of the Project in accordance with the Project Plans.
"Proiect Plans" means final detailed plans and specifications for the Project, and all other
improvements to be located on the Property.
"Property" means the parcel of land upon which the Project is located. The Property is part of
Lot 2 of Certified Survey Map 6408, which was recorded with the Winnebago County Register of Deeds
on October 5, 2009, as Document Number 1520619. After all environmental remediation has been
completed to the satisfaction of applicable governmental agencies, then the Property will be subject to a
new CSM which will formally divide Lot 2 of CSM 6408 and separate the Property from the larger
parcel currently described as Lot 2. The Property is referred to as the "Land Division Exhibit" in the
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September 18, 2015
attachment, which reflects the boundaries of the future Lot in the future CSM. CSM 6408 along with
the legal description of the Property are attached as Exhibit A.
"Term" means the period of time from the Effective Date of this Agreement to the Expiration
Date.
3. Cit�Obli�ations.
(a) Initial Lease. The City shall lease the Property to Developer and Owner pursuant to a
Lease in the form attached hereto as Exhibit B(the "City Lease"). The term of the City Lease shall
begin on a mutually agreed upon date set forth in the City Lease, and end on the date identified therein,
or on the date upon which the City conveys the Property to the Owner pursuant to subsection (c), below.
(b) Environmental Remediation Assistance. Groundwater and soil contamination identified
in the Wisconsin Department of Natural Resources Case Nos. 02-71-282521 and 06-71-547885 remains
present on the Property (the "Contamination"). Developer and Owner shall be responsible for the
remediation of the Contamination to the extent necessary to obtain a Certificate of Completion from the
Wisconsin Department of Natural Resources under its Voluntary Party Liability Exemption Program (a
"Certificate of Completion"). The City will provide Developer and Owner with a direct grant in the
amount of Four Hundred Twenty Thousand and No/100 ($420,000.00) (the "Cit�") to be utilized
by Developer and Owner solely for costs associated with remediating the Contamination on the
Properiy. The City shall also administer a grant for the benefit of the Property in the amount of Two
Hundred Forty Seven Thousand Four Hundred Fifty Eight and No/100 Dollars ($247,458.00) being
provided by the Wisconsin Economic Development Corporation (the "WEDC Grant"), which is also to
be utilized solely for costs associated with remediating the Contamination on the Property. The
Developer and Owner are solely responsible for all environmental remediation costs in excess of the
City Grant and the WEDC Grant. The City Grant and WEDC Grant shall be administered in accordance
with the provisions set forth in Section 6, below.
(c) Conveyance of Property to Developer. Following the issuance of a Certificate of
Completion relating to the Property's Contamination, then the Redevelopment Authority will convey the
Property to the City pursuant to Section 5.01 of the Prime Lease, and then the City will convey fee
simple title to the Property to the Owner. Conveyances will be subject to all easements, covenants and
restrictions of record, municipal ordinances, taxes (if any) for the year in which the conveyance to
Owner occurs, and any restrictions imposed on the Property as a condition of the Certificate of
Completion (the "Permitted Encumbrances").
4. Conditions Precedent to City's Obli atg ions. In addition to all other conditions and requirements
set forth in this Agreement, the obligations of the City hereunder (including, without limitation, the obligation
of the City to provide the City Contribution) are conditioned upon the completion of each and every of the
following conditions to the City's satisfaction:
(a) On or befare the date of this Agreement, the Developer and Owner shall provide the City
opinions of its counsel reasonably acceptable to the City stating, among other things, that the persons
executing this Agreement on behalf of the Developer and Owner are authorized to do so, that the
Developer and Owner are duly authorized entry into this Agreement, and other matters as are reasonably
requested by the City.
(b) On or before the date of this Agreement, the Developer and Owner shall have provided
the City with (i) certified copies of their Articles of Organization and Operating Agreement, and (ii) a
current Certificate of Status issued by the Wisconsin Department of Financial Institutions.
4
September 18, 2015
(c) On the date of each payment made to Developer and/or Owner pursuant to Section 2(d),
above, 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 Agreeinent.
(d) The City Common Council shall have approved a Capital Improvement Program that
includes full funding for the City Contribution identified in this Agreement.
Unless all conditions contained in this Section 3 are satisfied within the time period(s) described above
that are allowed for the satisfaction of such conditions, or such conditions are waived in writing by the
City within the allowed time period(s), then the City may at its option and at its sole discretion,
tertninate this Agreement. In the event this Agreement is terminated, then no party to this Agreement
shall have any further liability or other obligation to the other parties.
5. Representations, Warranties of Developer and Owner. The Developer and Owner, jointly and
severally, represent and warrant to the City as follows:
(a) The Developer and Owner are limited liability companies duly organized by the State of
Wisconsin, are current with all administrative entity formation requirements of the State, and have the
power and all necessary licenses, permits, and franchises to own their assets and properties and to carry
on its business.
(b) The Developer and Owner are duly licensed or qualified to do business in the State of
Wisconsin and all other jurisdictions in which failure to do so would have a material adverse effect on
their business or financial condition.
(c) The execution, delivery and performance of this Agreement have been duly authorized by
all necessary limited liability company action of the Developer and Owner, and constitute the valid and
binding obligations of the Developer and Owner enforceable in accordance with their terms, subject
only to applicable bankruptcy, insolvency, reorganization, moratorium, general principles of equity, and
other similar laws of general application affecting the enforceability of creditors' rights generally.
(d) The execution, delivery, and performance of the Developer's and Owner's obligations
pursuant to this Agreement will not violate or conflict with the Developer's or Owner's Articles of
Organization or Operating Agreement, or any indenture, instrument or agreement by which the
Developer or Owner is bound, nor will the execution, delivery or performance of the Developer's or
Owner's obligations pursuant to this Agreement violate or conflict with any law applicable to the
Developer or to the Owner or to the Project.
(e) There is no litigation or proceeding pending or affecting the Developer or the Owner or
the Project, or, to the best of the Developer's or Owner's knowledge, threatening the Developer or the
Project, that would adversely affect the Project or the Developer or the Owner, or the enforceability of
this Agreement, the ability of the Developer to complete the Project or the ability of the Developer or
the Owner to perform their obligations under this Agreement.
( fl To the best of the Developer's and Owner's knowledge, 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 and Owner are not in default (beyond any applicable notice and cure period) of any of its
obligations under any other agreement or instrument to which the Developer or Owner is party or
obligor.
5
September 18, 2015
6. Covenants of Developer and Owner. During the Term of this Agreement, the Developer and
Owner, jointly and severally, covenants to the City as follows:
(a) The Developer shall pay for all work performed and materials furnished for the Project as
and when due.
(b) On or before the Completion Date, the Project shall be completed (subject to matters of
force majeure), and in all other respects be ready for occupancy and use by the Owner.
(c) The Developer and the Owner shall 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 ardinances of the City, and all environmental laws,
rules, regulations, and ordinances.
(d) The Developer and the Owner shall cause the Project to be constructed in a good and
workmanlike manner and substantially in accordance with the Project Plans and will promptly correct
any defects, structural or otherwise, in any construction or deviations from the Project Plans.
Construction of the Project shall be completed free of all liens and encumbrances except for those liens
and encumbrances permitted by this Agreement.
(e) The Developer and the Owner shall pay or cause to be paid prior to delinquency all
federal, state and local taxes in connection with the Project. The Developer and the Owner shall pay
when due all operating expenses in connection with the Project.
( fl The Developer shall have in effect at all times, all permits, approvals and licenses that
may be required by any governmental authority or nongovernmental entity in connection with the
development, construction, management and operation of the Project.
(g) Except for a mortgage against the Developer's andlor the Owner's leasehold interest,
related assignments of Leases and Rents and other collateral documentation in favor of Lender securing
the Loan, neither the Developer nor Owner will mortgage or otherwise place a lien or encumbrance on
the Property without first obtaining the City's consent. The City understands that the Developer and
Owner retain private agreements between them that are related to the Project to which the City is not a
party, and further, understands that in order to effectuate the agreement(s), an encumbrance between the
Owner and Developer may be placed against the leasehold interest. The City consents to such additional
encumbrance provided the encumbrance is only related to the Project, and that details of such
encumbrance be provided to the City upon request to verify the applicability of such encumbrance.
(h) The Developer and Owner, at their cost and expense, shall operate, maintain, repair and
replace (including without limitation, repairs and replacements of a capital nature) all elements of the
Project. The Developer's and Owner's maintenance and repair obligations shall include both day to day
maintenance and repair and extraordinary maintenance and repair and shall include maintenance, repair
and replacement of all elements or systems of the Project as are necessary in order to maintain the
Project. Neither the Developer nar the Owner will defer any required maintenance, repair or
replacement (including, without limitation, repairs and replacements of a capital nature) of any element
of the Project and shall establish adequate reserves therefare.
(i) The Developer or Owner will not, without the City's consent, initiate any change in the
zoning classification of all or any portion of the Properly.
6
September 18, 2015
(j) The Developer and Owner shall comply with all requirements of the City Grant and the
WEDC Grant.
(k) The Developer and Owner shall be responsible for all costs of obtaining the Certificate of
Completion with respect to the Contamination in excess of the City Grant and WEDC Grant.
7. Grant Administration.
(a) Cit.�Grant. The City shall deposit the City Grant into a mutually approved escrow
account on or before October 1, 2015. The City Grant shall be utilized only for costs associated with
remediating the Contamination. All expenditures and requests to utilize the City Grant funds must be
approved in writing by the City prior to payment or release from the escrow account pursuant to the
terms of a separate disbursing agreement to be entered into by and among the Developer, the Owner, the
City and the escrow agent (the "Disbursin� Agreement"). The City will respond to any request for
approval of a payment within five (5) business days. All such approvals shall be at the City's discretion.
Use of the City Grant shall be for two purposes: (i) the amount of $120,000 will be paid to AECOM to
monitor and oversee the remediation efforts on the City's behalf, and to advise the City on all issues
related to the remediation efforts; and (ii) the remaining amount will be spent on approved actual
remediation efforts. The City and/or the RDA will enter into an agreement with AECOM, and will
submit requests for payment for AECOM services to the escrow agent for payment up to $120,000.
Amounts owed AECOM for this project in excess of $120,000 shall be reimbursed by the Developer
and/or the Owner to the City. The Developer and the Owner shall be responsible for retaining all
necessary services and material necessary for remediation efforts, and shall be responsible for all costs
and amounts owed for remediation efforts in excess of the amount of the City Grant.
(b) WEDC Grant. The City is responsible for administering the WEDC Grant. The
Developer and Owner agrees to comply with all WEDC requirements for the WEDC Grant, and both
will hold the City harmless and indemnify the City for any violations of the WEDC Grant's terms and
conditions. This WEDC Grant is a reimbursable grant, and is intended to pay for trucking and landfill
tipping fees related to the remediation of the Contamination. WEDC reimbursement may only be
obtained after Developer and/or the Owner have paid far the costs for trucking and landfill tipping fees.
Developer and/or the Owner shall provide City with documentation sufficient to allow reimbursement
by WEDC. Regarding tipping fees specifically, Developer and the Owner are benefitting from the
utilization of City and RDA tipping rates. The City and its RDA will be billed for the Project's tipping
fees, which will then be passed along to the Developer andlor the Owner for payment to the City.
Payment shall be made upon receipt. The City shall then pay the tipping fees and submit a request to
WEDC for reimbursement. The City will forward to Developer andlor the Owner WEDC
reimbursement funds upon their receipt, subject to normal administrative processing. The City shall not
authorize any payments of City Grant funds pursuant to paragraph 6(a), above (other than payments to
AECOM), until Developer and/or the Owner have paid in full all outstanding invoices for tipping and
related fees.
8. Dama�e; Destruction.
(a) In the event of fire, damage, or any other casualty to any part of the Project, the
Developer and/ar Owner shall, at their cost and expense, to rebuild, repair and replace the Project in the
condition it was in immediately prior to the casualty and shall otherwise complete the Project.
(b) If the Project is required to be rebuilt or repaired or replaced, then the Project shall be
rebuilt, repaired or replaced in accordance with plans and specifications prepared by the Developer
and/or the Owner and approved by the City. The Developer and the Owner agree to apply any necessary
7
September 18, 2015
portion of the insurance proceeds to rebuild, repair and replace the Project. The proceeds of insurance
shall be disbursed for the replacement, rebuilding or repair of the Project pursuant to the terms and
conditions of a disbursing agreement among the City, the Developer, the Owner, and the Title Company,
similar in form and content to the Disbursing Agreement entered into pursuant to Section 6, above. Any
amount required in excess of insurance proceeds for rebuilding, repair and/or replacement of the Project
shall be paid by the Developer or the Owner.
9. Costs. The Developer or Owner shall each year during the Term of this Agreement pay all
reasonable and itemized fees, costs and expenses actually incurred by the City, including administrative costs
and attorneys' and consultants' fees required as a result of the Project, the negotiation, preparation and
administration of this Agreement and all documents and agreements executed in connection therewith;
provided, however, that such annual costs owed by the Developer or the Owner to the City shall not exceed
Five Thousand and No/100 Dollars ($5,000.00), which maximum amount will increase by one and one-half
percent (1.5%) each year during the Term. Developer or Owner shall also pay all reasonable and itemized fees,
costs and expenses actually incurred by the City, including attorneys' and consultants' fees, in connection with
the enforcement of its rights against the Developer and/or the Owner under this Agreement, including without
limitation, the enforcement of such rights in any bankruptcy, reorganization or insolvency proceeding involving
the Developer or the Owner. The Developer and Owner will be jointly billed far such costs and payment is due
within 30 days of the date of invoice. Developer's and Owner's obligation to pay these costs is secured by the
City's right of special assessment pursuant to Section 11(d), below.
10. City's Right to Cure Default. In case of a failure by the Developer and/or the Owner to procure
or maintain insurance, or to pay any fees, assessments, charges or taxes arising with respect to the Project or to
comply with the terms and conditions of this Agreement or any other document, contract or agreement effecting
the Project, the City shall have the right, but shall not be obligated, to effect such insurance or pay such fees,
assessments, charges or taxes or take such action as is necessary to remedy the failure of the Corporation to
comply with the documents, contracts or agreements effecting the Project, and, in that event, the cost thereof
shall be payable by the Developer and the Owner, to the City.
1 l. Real Estate Taxes and Assessments. The Developer or the Owner shall pay timely to the City
generally applicable property taxes assessed and levied by the City on the Property under 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 property taxes. In addition, the Developer and the Owner agree to pay timely to the
City all special assessments that may be assessed or levied in connection with the Property under the applicable
special assessment laws, rules, regulations, ordinances and rates in effect at the time said special assessments
are assessed or levied.
12. Security for Compliance.
(a) The Developer and the Owner shall not sell, transfer or convey the Property, any portion
thereof or any improvements thereon, to any person or entity unless such person or entity, for itself and
its successors and assigns, agrees to be bound by these terms to the same extent as the Developer and the
Owner.
(b) The Developer's and the Owner's obligations under Section 8 shall also be secured by the
City's right of special assessment or by any other remedy available to the City by statute. In connection
therewith, the Developer and Owner: (i) acknowledge that the City has incurred costs for the payment or
reimbursement of the Project Costs; (ii) agree that the amount of the special assessment, if levied
consistent with this Agreement, constitutes a proper exercise of the City's authority to levy special
assessments in accordance with Wis. Stat. §66.0701; (iii) agree that the allocation of the City's costs to
8
September 18, 2015
the Property is reasonable and commensurate with the special benefits provided to the Property; (iv)
agree that the amount being assessed in accordance with this Agreement does not exceed the value of
the benefits accruing to the Property from the City's expenditures identified herein; (v) consent to the
imposition and levy of such special assessments; (vi) agree that the approval of this Agreement by the
Oshkosh Common Council shall be sufficient to authorize the levy of special assessments in accordance
herewith, and that no further procedural steps need be taken by the City; (vii) waive all special
assessment notices, hearings and appeals provided by Wis. Stats. §66.0701 or §66.0703; and (viii)
acknowledge that the City is relying on the terms of this Agreement, and specifically the terms of this
subsection, that such reliance is reasonable, and that the City's payment of its obligations to the
Developer and the Owner under this Agreement will be detrimental to the City if the provisions relating
to special assessments are not enforced and that a failure to enforce such agreements would be
inequitable.
13. Option to Purchase Nearbv Property.
(a) The City and Northpointe Development Corporation (Developer) on November 11, 2014
entered into an Option to Purchase certain City-owned property identified as the "Southeast [sic] Corner
of Marion Road and Jackson Street" whereby Northpointe obtained the ability to purchase the property,
more accurately described as the Southwest Corner of Marion Road and Jackson Street (Option
Property) by exercising its Option to purchase it by complying with certain conditions. The parties wish
to mutually revoke this November 11, 2014 Option in its entirety and enter into a new Option to
Purchase the same property subject to the terms within this Development Agreement.
(b) Developer shall have the Option to purchase the property at the Southwest Corner of
Marion Road and Jackson Street, and identified as "Parcel J Option to Purchase" on the map attached
hereto as Eachibit D. This option shall be exercisable by Developer giving written notice of its intention
to exercise its Option, along with the submission of a complete, formal proposal referenced in paragraph
12.b., below, to the City on or before 11:59 p.m. on the third (3ra) anniversary of the Effective Date.
Upon receipt of the Developer's Notice and formal proposal, the appropriate City official is authorized
to acknowledge receipt of the same. Upon submitting its Notice and Proposal, Developer shall be
obligated to purchase from the City and the City shall be obligated to convey to Developer good and
marketable fee simple title to the Option Property for the price and upon the terms set forth herein. The
Developer may assign this right to an Affiliate with the consent of the City.
(c) The purchase pz-ice for the Option Property shall be One Dollar ($1.00). The terms of the
Option include, but are not limited to:
The buyer and seller agreeing on a mutually acceptable Development Agreement;
ii. Developer's Compliance with the approved Marion Road / Pearl Avenue
Redevelopment Area Phase II Development Guidelines;
iii. Developer must submit to the City a formal proposal within .the time-frame
otherwise identified in this Option. The Formal propasal shall include an application and scaled
site plan detailing building elevations site plan for a planned development;
iv. Approval of the final development plan by the Redevelopment Authority and
Common Council;
v. Developer must provide lending finance commitment; and,
0
September 18, 2015
vi. Obtain project approval under Planned Development Overlay provisions.
(d) The Developer acknowledges that the Option Property will be sold in "AS-IS" condition,
without any representations or warranties by the City whatsoever (except for warranties of title). Title to
the Option Property shall be conveyed to Developer free and clear of all liens, claims and encumbrances,
except municipal and zoning ordinances, recorded easements, covenants and restrictions, general real
estate taxes and assessments, any matters which would be disclosed by an accurate survey of the Option
Property, any matters created by Developer, or their respective agents, and any other matters of record
except mortgages, judgments or other liens securing obligations of the City. The Developer shall be
responsible for the premiums for any title insurance desired by the Developer.
(e) The Developer's option to purchase the Option Properiy shall expire and be null and void
at the end of the three (3) year period noted herein.
14. Restrictions on the Use or Sale of Property. The Property is included within the Marion Road /
Pearl Avenue Redevelopment Area and within Tax Increment District Number 21. The City and RDA have
invested significant amounts of time and tax dollars into this Property as well as the overall Redevelopment
Area and the Tax Increment District. Therefore, all parties acknowledge that it is in the public's best interests
that the Property remain in the ownership of a taxable entity, and that additional deed restrictions be prohibited
that would inhibit potential uses for any development on the Property. The Property shall not be conveyed to or
owned by any tax-exempt entity while TID #21 remains open. No additional deed restriction shall be placed on
the Property which would constrain or limit the use of the Property in any way while TID #21 remains open.
Both of these prohibitions shall expire when TID #21 is closed by the City in 2033, and more specifically the
restrictions shall expire on December 31, 2033 without further notice or action. The City and Authority may, at
its discretion, insert these two restrictions within the deed and transfer documents at the time of conveyance to
Developer.
15. Indemnifications.
(a) The Developer and Owner hereby indemnify, defend and hold the City harmless from
and against all loss, liability, damage and expense, including reasonable attorneys' fees, suffered or
incurred by the City to the extent caused by the following: (a) the failure of the Developer or the Owner,
or their 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 the Developer or the Owner, or their 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 damages to natural resources or real property or harm or injury to
persons resulting or alleged to have resulted from any failure by the Developer, the Owner, and/or their
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) claims arising on the Property under the Americans with Disabilities Act, and any
other laws, rules, regulations or ordinances; (e) claims for third parties for injury to or death of any
person on the Property; and (� the failure of the Developer or Owner to maintain, repair or replace as
needed any portion of the Project.
(b) The term "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 waste," "hazardous
materials," or "toxic substances" under any applicable federal or state or local laws or regulations.
10
September 18, 2015
16. Insurance.
(a) The Developer andlor Owner shall maintain the following insurance policies is'sued by
insurers with a rating of at least "A-" and in a financial size category of at least "X" as established by
A.M. Best Company and licensed to do business in the State of Wisconsin: (i) property insurance on the
Property with coverage limits equal to the full replacement cost of the building and contents; (ii)
commercial general liability insurance with limits of $1,000,000 per occurrence and $5,000,000 in the
aggregate; (iii) statutory worker's compensation insurance; and (iv) automobile liability insurance with a
combined single limit of $1,000,000.
(b) Each insurance policy shall.require the insurer to provide at least thirty (30) days prior
written notice to the City of any material change or cancellation of such policy.
17. Nondiscrimination. The Developer and Owner shall not use the Project in any 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 the Developer shall construct and operate the Project in compliance
with all laws, rules, regulations and ordinances relating to discrimination or any of the foregoing.
18. Default. The occurrence of any one or more of the following events shall constitute a default
hereunder:
(a) The Developer, Owner, or any successor shall fail to pay when due any amount due from
it under this Agreement; or
(b) Any representation or warranty made by the Developer, the Owner, or any successor in
this Agreement or any document delivered by the Developer, Owner, or any successor pursuant to this
Agreement shall prove to have been false in a material way as of the time made or given; or
(c) The Developer, Owner, or any successor shall breach or fail to substantially perform
timely or observe timely any of its covenants or obligations under this Agreement, and such failure shall
continue for thiriy (30) days following notice thereof from the City to the Developer and/or Owner (or
such longer period of time as is necessary to cure the default as long as the Developer or the Owner have
commenced the cure of the default within the thirty (30) day period and is diligently pursuing to cure the
default and as long as the default is cured not later than one hundred eighty (180) days following notice
thereof from the City); or
(d) The Project is not substantially completed on or before the Completion Date (subject to
matters of force majeure); or
(e) The Developer ar the Owner shall: (i) become insolvent or generally not pay, or be
unable to pay, or admit in writing its inability to pay, its 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
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 in bankruptcy or any
similar proceeding, and such petition, application or proceeding shall remain undismissed for a period of
ninety (90) days or more, or the Developer or Owner shall file an answer to such a petition or
application, admitting material allegations thereof; or (v) apply to a court for the appointment of a
receiver or custodian for any of its assets or properties or have a receiver or custodian appointed for any
of its assets or properties, with or without consent, and such receiver shall not be discharged within
ninety (90) days after its appointment; or (vi) adopt a plan of complete liquidation of its assets.
11
September 18, 2015
19. Remedies. Upon the occurrence of any default, without further notice, demand or action by any
kind by the City, the City may, at its option, pursue any one or more of the following remedies concurrently or
successively:
(a) Pursue any or all of the rights and remedies available to the City at law and/or in equity
against the Developer, the Owner, and/or the Project.
(b) The Developer and the Owner have represented to the City that they maintain a separate
agreement which describes their respective obligations to perform the tasks described in this
Development Agreement and to thereafter receive the benefits for performing these tasks. The City and
the Redevelopment Authority remain only interested in the appropriate and lawful use of public funds,
the development of the Property, and the timely completion of the Project. Therefore, the Parties agree
that the Developer and the Owner are jointly responsible to the City for all terms, conditions, warranties,
and covenants described herein, regardless of whether any description uses the connector "and," "or," or
"andlor." The City may take any enforcement action against either or both at its sole discretion.
(c) 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, and/or available
to the City under any other covenants, restrictions, documents or instruments, and/or now or hereafter
existing at law or in equity. 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.
20. No Personal Liabilitv. Under no circumstances shall any council member, official, director,
attorney, employee, or agent of a party have any personal liability arising out of this Agreement, and no party
shall seek or claim any such personal liability.
21. City Authorization. The execution of this Agreement by the City is autharized by Common
Council Resolution No. 15-356 dated July 28, 2015.
22. Miscellaneous.
(a) Except as otherwise specifically set forth herein, the respective rights and liabilities of the
City and the Developer and Owner in this Agreement are not assignable or delegable, in whole ar in
part, without the prior written consent of the other party. 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 of the terms of this Agreement shall be valid unless
in writing and signed by the City and the Developer and the Owner, and then only to the extent
specifically set forth in writing.
(c) All material applicable agreements, representations, warranties, covenants, liabilities and
obligations made in this Agreement and in any document delivered pursuant to this Agreement shall
remain effective during the Term of this Agreement.
(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 or the person entitled to
such notice, if hand delivered, or (ii) two business days following deposit in the United States Mail,
12
September 18, 2015
`e
postage prepaid, or with a nationally recognized overnight commercial carrier that will certify as to the
date and time of delivery, air bill prepaid, or (iii) upon transmission if by facsimile, any such
communication or notice shall be addressed as follows, unless and until any such party notifies the other
in accordance with this section of any change of address:
If to the Citv: City of Oshkosh
Attn: Director of Community Development
215 Church Avenue
Post Office Box 1130
Oshkosh, WI 54903-1130
Facsimile No. (920) 236-5053
With a Copy to: Oshkosh City Attorney's Office
215 Church Avenue
Post Office Box 1130
Oshkosh, WI, 54903-1130
Facsimile No. (920) 236-5106
If to the Owner: The Rivers Phase II — Oshkosh, LLC
230 Ohio Street, Suite 200
Oshkosh, WI 54902
Attn: Andrew Dumke
Facsimile No. (920) 230-6484
If to Developer: Northpointe Development Corporation
230 Ohio Street, Suite 200
Oshkosh, WI 54902
Attn: Callan L. Schultz
Facsimile: (920) 230-6484
With a co� ��to: Attorney Jason J. Hirschberg
(for both Owner Hirschberg Law, LLC
and Developer) 601 Oregon Street, Suite A
Oshkosh, WI 54902
Facsimile No: (920) 744-0102
(e) This Agreement and the documents executed pursuant to this Agreement contain the
entire understanding of the parties with respect to the subject matter hereof. There are no restrictions,
promises, warranties, covenants ar understandings other than those expressly set forth in this Agreement
and documents executed in connection with this Agreement. This Agreement and the documents
executed in connection herewith supersede all prior negotiations, agreements and undertakings between
the parties with respect to the subject matter hereof.
(� This Agreement is intended solely for the benefit of the Developer, Owner, 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 the Developer,
13
September 18, 2015
Owner, or the City, or any person acting on behalf of either of them, shall be available for use by any
contractor or other person in any dispute with the construction of the Project.
(g) This Agreement shall be governed by, and construed and interpreted in accardance with,
the laws of the State of Wisconsin applicable to contracts made and wholly performed within the State,
with the venue of any dispute being Winnebago County, Wisconsin.
(h) This Agreement may be executed in several counterparts. Each counterpart shall be
deemed an original, with each counterpart collectively constituting but one in 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 in effect to the extent of such prohibition or enforceability without
invalidating the remaining provisions of this Agreement in such jurisdiction or affecting the validity or
enforcement of any provision in any other jurisdiction.
(j) Nothing contained in this Agreement or any other documents executed pursuant to this
Agreement shall be deemed or construed as creating a partnership or joint venture between the City, the
Owner, and the Developer, or between the City and any other person, ar cause the City to be responsible
in any way for the debts or obligations of the Developer or the Owner, or any other person, or cause the
Developer ar the Owner to be responsible in any way for the debts or obligations of the City or any other
person. Each party represents, warrants and agrees, for itself and its successors and assigns, not to make
any assertion inconsistent with its acknowledgement or with the acknowledgement and agreement
contained in the preceding sentence 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 a party and its
successors and permitted assigns, that is inconsistent with its acknowledgement and agreement
contained in the preceding sentence.
(k) Time is of the essence as to each and every obligation or agreement contained in this
Agreement.
(1) If any party is delayed or prevented from timely performing any act required under this
Agreement other than the payment of money, by reason of fire, earthquake, war, terrorist act, flood, riot,
strikes, labor disputes or shortages, government restrictions, judicial order, public emergency, or other
causes beyond the reasonable control of the party obligated to perform, the 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 Agreement, or a memorandum of this Agreement, may be recorded in the office of
the Register of Deeds of Winnebago County, Wisconsin, in lieu of the full Agreement. It is understood
by the parties that until Expiration Date, this Agreement will run with the land and will be binding upon
the Property.
(n) The Developer and Owner shall enter into a separate storm water management facility
operation and maintenance agreement with the City that will address storm water issues related to the
Property. In the event that storm water issues arise prior to the time this storm water agreement is
signed by the parties and recarded with the Register of Deeds, then Developer and the Owner shall fully
comply with the grading and drainage plan for the Property on file with the City Department of Public
Works and all applicable storm water codes. The City shall have the authority to enter the property and
resolve all grading and drainage issues at Developer's expense including, without limitation, special
14
September 18, 2015
charges for such work being placed against the Property. This Agreement inures to the benefit of the
City and its successors and assigns.
(o) The headings to 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 the
Developer or the Owner from compliance with all applicable laws, rules, regulations and ordinances in
addition to compliance with all the terms, conditions and covenants contained in this Agreement.
(� This Agreement is the product of negotiation between 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) Upon mutual consent of tlie parties to this Agreement, which consent any party can
withhold in its sole discretion, the parties can agree to submit disputes arising under this Agreement to
alternative dispute resolution.
(s) All amounts not paid when due hereunder shall bear interest at the rate of twelve percent
(12%).
23. Other A�provals. In addition to any approvals required under this Agreement, the Developer
and/or Owner shall be required to obtain all approvals, consents, and licenses as may be required by any
governmental or non-governmental authority in connection with the Project, including, without limitation, all
building permits, Project Plan approvals, storm water approvals, and zoning approvals. The Developer's and/or
the Owner's compliance with the terms of this Agreement shall not relieve the Developer or the Owner from
complying with all applicable federal, state and local laws, rules, regulations and ordinances in connection with
the Project and to the extent any governmental or non-governmental entity imposes different or more restrictive
conditions on the Developer, the Owner, or the Project, compliance by the Developer and the Owner with the
terms of this Agreement shall not relieve the Developer from complying with such different or more restrictive
conditions. Likewise, any less restrictive conditions imposed on the Developer, the Owner, or the Project by
any governmental or non-governmental authority shall not relieve the Developer, the Owner, or the Project
from complying with all of the terms and conditions of this Agreement.
[SIGNATURE PAGES FOLLOW]
15
September 18, 2015
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CITY OF OSHKOSH, WISCONSIN
By: �--
Ma k A. Rohloff
Its: City Manager
--. _ _ __
By����. ^ �
Pamela R. Ubrig �
Its: City Clerk
�•.• ��. . � �
�, �
� �i. � ���1.� . J�i�
- •� -�- �� - ,
•
I hereby certify that the necessary provisions have been made to pay the liability which will accrue
under this Agreement.
� (�Q ���
Trena Larson, Finance Director
STATE OF WISCONSIN )
) SS
COUNTY OF WINNEBAGO )
Personally came before me this �� day of �`�t',�M,�-�., 2015, the above-named Mark A. Rohloff
and Pamela R. Ubrig, to me known to be the City Manag r and City Clerk of the City of Oshkosh, Wisconsin
and the person who executed the faregoing document and acknowledged the same.
Q �.
�.Q �- �� +��u� ���
* r(���� � � c� �«
Notary Public, State of /(.) �sc ,� ; ��
My commission: �7 Cv/v1L� 1 �
[SIGNATURES AND ACKNOWLEDGEMENTS CONTINUED NEXT PAGE]
16
September 18, 2015
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
THE RIVERS PHASE II — OSHKOSH, LLC
:
)
) SS
)
_f
Andrew J. Dumke, Managing Member
On this �� day of '�,r,,`� , 2015 personally came before me Andrew J. Dumke, to me known
to be the person who executed the foregoing instrument and acknowledged the same.
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
C��
�Z
Q�.�, � � �
Notary Publ c, State of Wis on in
My commission expires: 7�C�% �D 1� .
NORTHPOINTE DEVELOPMENT CORPORATION
By: �
Callan L. Schultz, President
)
) SS
)
�
On this � 8�day of � y.�-�2 , 2015 personally came before me Callan L. Schultz, to me known
to be person who executed the foregoing instrument and acknowledged the same.
�,ti� c �,c�, ��1
Notary Pub ic, State of Wi con iri .
My Commission Expires: `7 Ln �D �'
17
September 18, 2015
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CERTlFIED SURVEY MAP f
ALL Of 1.07 1 AND LOT 2 OF C:ftT1FlE0 SUkVEY flAP NUiABER 5874. ( AE CO M
BE3NG �t PAR7 OF 1}fE SOUTH 1 f2 OF 7HE tt0}ZiHElSI' 1/4 A11� P/�Xi OF t2iE
t10RTH t%2 OF THE SO(1i1fFAST T/4 OF SfCT10N 23, TOWNSM? 18 NORTH, ftAt�GE t6 EfST, �
FiRST WAtiP, CfIY OF OSHKOSN, WINNE8AG0 COUNiY, WJSCONSIN.
1035 Ksp!at Drive
Groan Pay,1'1t 54311
. ' 920.4s8.19T8
wnw.aecorn.cnm
a»++v�tmmz er•,�aw
SURVEYORS CERTIFICATE
I, Craig �0. Homen, regisEered lond aurveyor, hereby cerfify: 7hot in (vll compliance with ihe provislons o( Chopfe� 236,
aoctfon 256.34 of the Wisconsin Stalutes, the Land Subdivision Ordinonce of 1Yinnebago Counfy, and Ehe City af Oshkosh,
ond under the direction of the Rodevolopment kuthority of the Gty o( Oshkosh, owner of said Iend, I have surveyed, divided
and mopped the foflowing lond being oli of Lot t and lot 2 of Cerftfied Survey Map kumbet 5879. Being a port of Ehe
Souih 1/2 of the t2orlhaast 1/4 and part o( the North 1�2 of the Svufheast 1/4 0( Section 23, Townehip t8 florth,
Ranga S5 Easi, First N'ard, City of Oshkosh, VYnnebago County, weconaln, more fufly described as (ollows;
Commencing ot the Eosi }� comer af said Section 23; thence 501'17'26�E along ihe east line of the Kortheost i/4 ef
aald aection, 403,23 feet; thence S86'42'34"W, 69.52 feel to a point on lhe west right—of—vtay of Jacksa� Street and the
eaeterly iine o} Lot 1 oI CertHied Survey Idap Number 5879, ti�al also being ihe Polnt of Beginning; thence along said
right—ol—way and the easteriy fine of soid Lof 1 S01'2i'37'E, 291.05_ feeN, thence afonq the eosterly l(ne of said Lot 1
SBB'JS'23'W, 30.00 (eef; thenca continuing along the eosEerfy line of sald Lat t Sa5'06'42'V/, 86.04 feet to the sovfheast
corner o( aoid Lol 1; thence olonq the souihet(y liae of eafd lot 1 N65'43'2bli', 656.90 feet; thence N62'16'26'W, St6.83
(eet along the southerly line o( sald Lok t and the aoutherfy llna ct Lot 2 0( Certified Survey, Map hfvmbai 5079 to the
southwesterly comer of sold lot 2; thence along the westefiy fine of eoid lol 2 N3T05'00'E, 2Si,73 ,feai fo a point on
the aoutherfy righf—of—woy of Marion Rood ond the northwest corner of sold Lot 2; thence ofong soid southeriy
righl—of—woy S65'46'22`E, 866.59 feet; khence contin�ing a4ong said southerfy ri9ht—of—woy S55'54'10'E, f35.02 leet;
thence continuinQ alang aald souther{y righE—of—w�ay N85'20'29'E, 60.73 feet; thence eonfinuing along sald southeriy
righf—n(—way N88'SS'48�E, 19k.24 feet; thence contlnuing along soid southerly right—of—way 54.99 feet on a curve to the
right having o rodiue af 35.06 /eet, vrhose chord bears 54b'25'24"E, 49,51 feel to a point on the westerty righf—of—woy of
Jackson S{reef and ihe Point of Beginnfng.
Said parcet cpntoSna 370,656 squo�e feet o� 8.509 acres more o� less.
Sald parcel is atlbJect to eosemants of record.
That the survey o! sold fond was done �under my direct supervision and the rnap hereon Is a true and oc:urate
repressnfation of the eufetio� boundories ond the divislon thueof. �
/ \,`�tltflt�r/�rJ'//
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s�,tsrn zo, zooe =�, HANSEN * r
rrus ts fx oRiccwv. surzvEr S•2840 —
DOCVAlFNf (F iHE YROFESS10NAl � , qPPLE70N
SEJJ_ 15 (6lPRU1TED IN RFD MD ('. W� � \�
SlCNm fN BLUE �i � . , •' pQtid
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�r 5
CERTfFfED SURVEY MAP
ALI. OF LOT 1 M70 L07 2 OF CFRTiFfED SURVEY AUP NUAiBER 5879.
BEINC A PNZT OF 1NE 50UTH 1/2 OF lHE NOF7iHEFST t/4 M!0 PART OF THE
NoKTH f/2 Or TNE SOtfTHEkSt 1/4 oF SECTION 23, 7oWN5kIP i8 NOKT}i, RF,kCE 16 FASi,
FlR5f WARD, CfiY OF OSHKOSH, W1NNE&4C0 COUNfY, WtSCONSih,
�fUI�ICIPAL OWNER�S CERTIFICATE
� � `7
A�eaM
1035 Kepler Dm�e
Grean Bay, Wf 543i5
920.16B.t978�
WF�S'.aBCOT.q(it
fc�el�Hm2JJi B/. ie^�
The Redevetopmenl A�thority of tha City of Oshkosh, e aeparate body publlc organized and exl�ting under and by virfue of
tfia Lowa of the Stote of Wi�consin, as owner, doee hereby cerlify thaE said Aulhority causad the land described lo be
surveyod, divided, and mapped aa represented on this map, In accordance with the provisiona of Chapter Z36 0l lhe
�sconsin Statutes ond the land Suhdivislon Ordindnce of the City of Oshkosh.
fn Wlness whe�eof, the noid Redevelopmen� Auihority, has cavsed 4hese presenta to be signed by
Ja�kson R. Kanney it� Ex�utive I1i.rector , end
counlenigned by ��S ��
C�,tilc0.11
�� doy of �pt�
Redevelopment AuthoriFy af the City of Oshkosh:
JOC 4 n . Kinney
E%Ct V DifGCtO(
J ��
Thomas Befier
Chairman
;is ��
�'+'�-`�n , thls
20 � .
at
SiA7E OF WISCON5IN)
:SS
W1NNE8AC0 COIJNiY)
Personolly came beforo me thio �h doy o} �p�r , 2009 tht otorementioned representalives of
Ehe Redevelopment Authority of the City of Oshkosh, known to me to be the persons who ezecuted the fo�gofng (nstrvmenf
an ack owledged the eam '
�- VI l�V'1"' —
iJotary''Publfc, '/ Afy,eommisslon ezplres ��/����
Ylrinebogo County, $tata of Wisconsin
h � • .� _... •. �.
.E �� ��
This CcriiFlod Survey lAap of po�t of the Soufh 1/2 of the Northeast 1/4 and Qatt ot lhe Nor;h t/2 of the SouEheast S/4
in Section. 2J, Township t8 North, f2onge 76 Eost, FirsE YJafd, City of Oahkosh, Winnebogo County, Y(sconsln, Is hereby
opprovad. - �
�,�'f � 9=2Y- a�
Cit a ng Commissfon Dote �
Repreaentafiva
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o. k�xsert s-2e4o
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-SEPT'1tBER �26, 2009
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LEGAL DESCRIPTION
The Rivers 1.5 Lot
Oshkosh, WI
A paxcel of land, being a part of Lot 2 of Winnebago County Certified Survey Map No. 6408,
located in the NE 1/4 of the SE 1/4 of Section 23, Township 18 North, Range 16 East, First
Ward, City of Oshkosh, Winnebago County, Wisconsin, being more particularly described as:
Beginning at the Northwest corner of said Lot 2 of Certified Survey Map No. 6408, said point
being on the southwesterly right-of-way line of Marion Road;
Thence S65°-46'-22"E, along said southwesterly right-of-way line, 238.54 feet;
Thence S24°-13'-36"W, 149.48 feet to the beginning of a curve to the right, having its radius
point bearing northwesterly, 290.00 feet;
Thence southwesterly 193.16 feet along the arc of said curve, the long chord of which bears
S85°-11'-09"W, 189.61 feet to a point on the northeasterly line of Outlot 1 of Certified Survey
Map No. 5879 and the end of said curve;
Thence N62°-10'-26"W, along said northeasterly line of Outlot 1, 72.91 feet to the southwest
corner of said Lot 2 of Certified Survey Map No. 6408;
Thence N24°-13'-38"E, along the westerly line of said Lot 2, 236.95 feet to the Point of
Beginsiing and the end of this description;
Containing 51,843 square feet, or 1.190 acres of land.
LEGAL I9ESCRIP'I'ION
Outlot Adjacent to The Rivers 1.5 Lot
Oshkosh, WI
A parcel of land, being a part of Lot 2 of Winnebago County Certified Survey Map No. 6408,
located in the NE 1/4 of the SE 1/4 of Section 23, Township 18 North, Range 16 East, First
Ward, City of Oshkosh, Wirinebago County, Wisconsin, being more particularly described as:
Commencing at the Northwest corner of said Lot 2 of Certified Survey Map No. 6408, said point
being on the southwesterly right-of-way line of Marion Road;
Thence S65°-46'-22"E, along said southwesterly right-of-way line, 238.54 feet to the Point of
Beginning of this description;
Thence continuing S65°-46'-22"E, along said southwesterly right-of-way line, 20.00 feet;
Thence S24°-13'-36"W, 253.21 feet to the northeasterly line of Outlot 1 of Certified Survey Map
No. 5879;
Thence N62°-10'-26"W, along said northeasterly line of Outlot 1, 186.14 feet to the beginning of
a curve to the left, having its radius point bearing northerly 290.00 feet;
Thence northeasterly 193.16 feet along the arc of said curve, the long chord of which bears
N85°-11'-09"E, 189.61 feet;
Thence N24°-13'-36"E, 149.48 feet to the Point of Beginning and the end of this description;
Containing 11,519 square feet, or 0.264 acre of land.
Descriptions by: Ken Wolf, PLS-1421, AECOM
June 25, 2015
Project No. 60432283
��C�Iblt `� e��
DocumentNumber
Lease Agreement
Document Tit1e
This LEASE AGREEMENT (the "Lease"), made and entered
into this ��day of �: �, 2015, is by and between the City of
Oshkosh, (CIT� a Wisconsin municipaliiy, and the Redevelopment
Authority of the City of Oshkosh, (RDA) , withtheirprincipal offices
located at 215 Church Ave., P.O. Box 1130, Oshkosh, Wisconsin
54903-1130, (collectively "Lessor") and The Rivers Phase II—
Oshkosh, LLC (Rivers I� 230 Ohio Street, Suite 200, Oshkosh,
Wisconsin 54902 ("Lessee"):
RECITALS
RDA owns real property within the 1Nlarion Road/1'earl Avenue
Redevelopment Phase II Area (Project), in the City of Oshkosh,
Winnebago Couniy, Wisconsin.
Recording Area
Name and Return Address
City Attorney's Office
215 Church Ave. P.O. Box 1130
Oshkosh, WI 54903-1130
0102220000
Property Identification Number
2. The Project includes real properly to be redeveloped both North of Marion Road ("Project —North") and
South of Marion Road ("Project— South"). The property included in this Lease (Leased Premises) is withul
Proj ect — South, and in particular is a part of Lot 2 of Certified Survey Ivlap 6408, which was recorded with
the Winnebago County Register of Deeds as Document Number 1520619 on October 5, 2009. A copy of
CSM 6408 and the specific part of Lot 2 that is subject to this lease is attached as E�ibit A and is fully
incorporated into this Lease.
3. RDA has leased its real property within the Project axea to the CITY for the purpose of facilitating its
redevelopment.
4. Lessor and Lessee have entered into a Development Agreement ("Agreement") dated. o�$" , 2015,
and recorded with the Winnebago County Register of Deeds as Document Number on
, 201.5, for the puxpose of constructing a mu.lti-family residential development on the
Leased Premises. A copy of the Agreement is not attached hereto but Lessee acknowledges that it read and
signed the Ab eement, retains a copy of the Agreement, is familiar with it and agrees to be bound by its
terms as it may pertain to the development of the Leased Premises. A copy of the development footprint is
attached at Exhibit B and incorporated herein.
5. Environmental remediation is required to be performed on the Leased Premises and certai.n funding sources
for this environmental remediation require that Lessor retain ownership of the Leased Premises until
remediation is completed.
6. It is in both parties' interest that Lessee begi.n construction of its multi-family residential structure and
related improvements (Aparkments) on the Leased Premises prior to the completion of the environmental
remediation, and the purpose of this Lease is to allow tlus commencement of construction.
uly 8, 2015 Ei� h � b �'� f-� �jD � ��s �
Lot 2 of CSM 6408 will be divided through a new CSM after the completion of the Apartment construction
as deterrruned by the Lessor and the completion of the environmental remediation as determuled by the
appropriate state or federal agency. A draft of the fuiure CSM is attached hereto as Exl�ibit C. The
Apartment development subject to the Ab eement and to this Lease will be located on a portion of land
within Lot 2 of CSM 6408. Until the future CSM is filed, the actual Iocation (Leased Premises) of this
Apartment development can only be described by a metes and bounds description which follows. Ii is
expected that the lot in the future CSM conesponding to the Leased Premises will be materially comprised
of the metes and bounds description that follows:
Attached as E�ibit A
The development of the Leased Premises described in the Agreement and in this Lease will be financed
through Choice Bank (Lender);and with a tax credit sale through the Wisconsin Housing and Economic
Development Authority (WI-�DA). The Lender andlor WI�DA may request and may be granted an
interest in this Lease up to and including the right to purchase the Leased Premises from the Lessor in place
of Lessee. However, the assignment of any Lessee interest in the Leased Premises must be related to the
Apartments development and pursuant to the ierms of the Agreement, must be contingent with such transfer
becoming effective in the event of a default by Lessee, and must be more fully described in separate
documents reasonably agreeable to the Lessor. All assig11t11ents, transfers, conveyances of the Leased
Premises will be subject to continuing obligations under the Ab eement.
AGREEMENT
9. All Recitals are incorporated into this Ab eement.
10. In exchange for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Lessor ab ees to lease to Lessee, and the Lessee ab ees to accept such
lease, the property identified and described in this Lease (Leased Premises) on the terms and conditions
expressly set forth and referenced herein. .
11. The term of this Lease sha11 commence on the date it is executed by all parties, and shall end on the earlier
of: (a) the date that is ni_nety-nine (99) years after the date of commencement of this Lease; (b) the date in
which Lessee, or a Project Lender as may otherwise be allowed under a lease ass banment, closes on its
purchase of and acquires fuIl ownership interest in the Leased Premises; or, (c) the Agreement is ternv.nated.
12. This Lease shall terminate without notice upon the insolvency of Lessee, upon Lessee's seeking bazlkruptcy
protection, or upon any Lessee creditor other than Lender obtauung any interest in Lessee or Lessee's
property. Lessor may elect to tei7ni.nate this lease based upon a material default of this Lease which remains
uncured after providing 30 days notice of such default.
13. Pursuant to the terms of the Agreement, Lessee is obligated to take certain remediation actions at the
direction of the Wisconsin Department of Natural Resources and others relating to e�sting hazardous
substances on the Leased Premises (Remediation). Lessee shall perform the Remediation pursuani to the
terms of the Agreement, the terms of any grants utilized for this purpose, and the terms required by the
Wisconsin Department of Natural Resources (WDNR). Lessee must take all necessary actions which will
result in a Certif cate of Completion from the WDNR for the Leased Premises. Remediation of the site
2
Ju1y 8, 2015
cannot be completed until construction of the improvements on the Leased Premises,is completed, and the
Leased Premises cannot be conveyed by Lessor until the Remediation is complete and a11 applicable grants
used for Remediation are closed out. Lessee shall close on its purchase of the Leased Premises on the
earliest practical date after the later of the two following events: the issuance of the Certificate of
Completion; or, the closeout of the Remediation b ants. It is expected that the grants will be closed out by
the Agencies within one hundred iwenty (120) days after the issuance of the Certificate of Completion. All
parties agree that the timely expiration of this lease, and conveyance of the Leased Premises, is in everyone's
best interest and will work in good faith towards that end. Lessor shall convey the Leased Preniises to
Lessee pursuant to this Lease and the Ab eement.
14. There shall be no Lease payments due from Lessee to Lessor other than the payment identified in parab aph
number 10, above, except as may be required by this Lease or the Ab eement during the term of this Lease.
15. The Lessee shall be allowed to construct and operate an apartment building and related improvements on the
Leased Premises as approved by Lessor pursuant to the terms of the Ab eement and consistent with other
government rules and regulations. No ab eements by Lessee with others which purport to allow the use of
the Leased Premises in a manner contrary to this Lease, or to the Agreement, shall be allowed, or
enforceable, against Lessor or in rem against the Leased Premises.
16. Duxing the term of this Lease, the Lessor shall be allowed reasonable access to the Leased Premises for any
purpose related to any municipal or police power function, to meet its obligations under this Lease or the
Ab eement with The Rivers Phase II- Oshkosh, LLC, or to func�ion in its capacity as the owner of the
Leased Premises. Lessor shall malce all reasonable efforts to not materially disrupt Lessee's allowed use of
the properly.
17. During the term of this Lease, Lessee shall be deemed the owner of all improvements constructed on the
Leased Premises by Lessee, subject to any legal rights of third parties. Lessor may take actions to gain
ownership of improvements upon the abandonment of the development and related interests by Lessee,
assignees, or others by providing known interested parties notice and a right to cure default or to affirm
interest in the Leased Premises.
18. The Lessee has had sufficient access to the Leased Premises and as a result is or should reasonably be aware
of all aspects related to its condition. The Lessor makes no express or implied promises or warranties related
to the condition of the Leased Premises except those identified in the Agreement, as Amended and Restated.
19. Lessee assumes full and complete responsibility for any development activities, fi�li.ires, or i_mprovements to
the Leased Premises prior to the date Lessee purchases the Leased Premises pursuant to this Lease.
20. Lessee acknowledges that it assumes the responsibility of ensuring that its investments in or on the Leased
Premises are protected through separate ab eements with its Lenders or other measures allowed by Iaw.
21. Lessee shall have all necessary insurance with sufficient Iimits which wi1l cover its employees, actions and
property on the Leased Premises. Lessee shall hold the Lessor harmless from any accident or incident
involving Lessee, its employees or agents, or any dispute with The Rivers Phase II- Oshkosh, LLC or any 3ra
party resulting from any action of Lessee, its agents or assigns, occurring during the term of this Lease.
22. The Lessee is responsible for paying all utilities, costs, expenses, and obligations of any kind incurred during
July 8, 2015
the term of this Lease. The Lessee is fiirther required, at its expense,.to keep and maintain in good order,
condition, and repair the Leased Premises and all i_mprovements constructed thereon.
23. Lessee shall not a11ow any encumbrance to be filed on or against the Leased Premises, including mortgages,
easements, or similar�restrictions.
24. All terms of the Ab eement pertaining to the Leased Premises are incorporated into this Lease, including but
not limited to representations and warranties. Lessor may pursue any breach or default of this Lease or of the
Ab eement as allowed by law.
25. Lessee's restrictions on the use of the Leased Premises during the terms of this Lease are set forth in the
Ab eement, and are specifically incorporated into this Lease. All other terms; conditions, benefits, burdens,
and agreements between these parties relating to the Leased Premises shall remain in full force and effect,
witliout alteration, with the exception of any terms that prevent the Lessee from constructing and operating
the approved apartment complex prior to taking ownership of the Leased Premises; and,
SIGNATURE PAGE TO FOLLOW
�
July 8, 2015
1N WITNESS WHEREOF, the parties hereto have executed ihis Ab eement as of the date first above
written.
LESSEE:
The Rivers Phase II-Oshkosh, LLC
A Wisconsin Limited Liabilit�� Company
By: The Rivers Phase II— Oshkosh — MM, LLC
A Wisconsin Limited Liability Company,
It's Manager
LES S OR:
City of Oshkosh
' �- �
Mark A;Rohloff, Cit� Manage�
B�, .�� ,�; -� �,�,�,�
Y �Pamela R. Ubrig, City Clerk
By: Northpointe Development Corporation
A Wisconsin Corporation,
It's Sole Member
By: �----- `"�—
Ca11an L. Schultz, President
T'his document drafted by.
David J. Prasl:a
Assistant City Attomey
Oshl:osh, Wisconsin 54903
7uly 8, 2015
5
Oshkosh
Steven
Authority , . ;
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H. Allen Davis, Executive Direct�r
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�EGISTER OF DEEDS �
RECORDING fiEE 17.00
�R�HSFER fiEE
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CERTIFIED SURVEY MAP
ALL OF lOT 1 AND LOT 2 0� CEAIIFlED SURYEY 1lAP NUMer'R 5879.
BEiNC h PAR'f oF THE soUTH 1/2 OF iHE NoHTNE�i i/4 Akp P!•RT flF TNE
NOfZi'H i(2 OF THE SOUTHF�Sf T/4 oF SEG710K 23, TOY1t15N1? t8 KOfZii{, ftAt�GE t6 FAST,
FlR57 YlARD, C(TY OF OSHKDSN, WINNEB4G0 COUN7Y, WISCANS(N.
SURVEYORS CERTIFICATE
� C9�oS
AEC�M
1035 K-p!er Drive
Green Bay, l'1154311
920.Cb8,19T8
W+t•x.aecotn.com
ucr�etitmioot er tiw�t
I, Craig �. Hanae�, registored land aurveya�, he�eby �e�;ry: rnat irl full compliance with lhe p7ovislons of Chopfe� 236,
aectlon 236,34 of Ehe �sconsln Statvtca, ihe Land Subdivision Ordinonce of Winnebo90 Counfy, and the CiLy of Oshkosh,
ond under Ehe direction of tF�e RedevaJopmen� Authority of the Cily of Oshkosh, owner of sald lond, � have autvcynd, divided
ond mopped the (ollowing lond being ali of Lof f and lol 2.ot CerFffied Survey f.{ap Number 5879. Being a port of t}�e
South t/2 0( the Nor{haast 1/4 ond part of the North i/2 ot the Sovihces{'t/4 of Seetion 23, Tor�nahip t8 Herfh, .
Ranga T5 EasE, Fra} H'ard, Cily o( Oshkosh, Winnebago County, Wiaconeln, more (ufly described a: follows;
Commencing oE the Eost }� eomer of said Section 23; thenca SOt'17'26'E along ihe eost line of the Northeast 1�4 of
eald �ection, 403.Z3 feet; fhence 586'42'34'W, 69,52 feet to e paint on ihe west ri9hi—of—vtay of Jackson Streat and tfie
castcrly line of Lot 1 0l Certified Survoy Idop Number 5879; #fial also bein9 �he PolnE of eegfnning; {hence olong aaid
right—o(—way and fhe nasteriy line of soid Lof i SOt'2i�37"E, 291.05, feet: the�ce afnng tha easterly line of soid �ot 1
S88'JS'23'W, 30.00 feet; thence conFinuing along the eosEerly Ilna of sald Lo} 1 SOS'O6'42'Vl, 89,04 feet Eo the souEheost
come� o( ooid Lol 1; lhe�ce along lhe soUlhe�fy Iine oE eafd Lol S N65'43�26"'K, 656.90 feel; thence N62'10'261y, 816.83
(eeF vlong ihe �outherly Ijne o( sald Lot 1 and the eoutheriy Ilnc o! Lot 2 0( Certified Survey, Map Num6ef 5679 to the
southwezlerly com�r o( sojd lot 2; ihence along tfie westerfy fine of soid Lot 2 N3T05'00'E, 254.73 ,feet to a point on
the southerfy righE—of—way of Manon Road and the norEhwest corner of nald Lot 2; thenca ofong said southerly
ri9hl--o(—way S65'46'22`E, 886,58 fee4; thence contin�ing along said southerly fight—of—way S65'54'10'E, 135.02 feel;
thence continulnQ along aald souther�y right—of—w'ay N85'20'29'E, 60.75 feef; ih�nce conflnuing olong sald eouFh�rly
righi—of—way N88'35'48`E, 19i_29 feet; thencc eonk)nuing along aold southerfy right—of—woy 54�99 feet on a ctirve to the
righl having o rodiva a! 35.06 feet, r�hose chord been S46'25'24"E, 43.51 feet to a point on the westerly right—of—woy of
Jockson Slre�t and lha Point oi Beginning,
Soid porcel eontalna 370,SSb squore feet or 8.5�g acres more of lese.
So{d parcei ia subJect [o easements of reeord. �
'f'haf th: suryay of so}d land wae done undef my direcF supetvision and the rnop hereon li a true ond occurate
represontation of the ezterior boundaries ond the divislon Eheteof. '
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DoCV1AENf fF THE PRO�SS1oµV, •�, APf'1FfON .�
SFJtL 15 !6lPRIH7ED IH RFD M'0 - ' `', W� `
SIGNED fN BLUE %i 'T I/� •••;��`�,����\
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CERTIFlED SURVEY MAP
/1L,OF L07 1 MID LOT 2 OP CEXT1Fim SURVEY F,(/P NUAiBER 5879. � AECOM
B�NC A p/,RT OF THE SOUTH 1/2 OF THE NORTHE/Sf i/4 ANO PART OF THE
kORTH 1/2 Or iNE SOUT7IEh51' 1/4 OF SECi10N 23, 70WNSHIP FS HOFZTH, RAkGE i6 EST',
FlR57 WARD, C[iY oF oSHKOSH, 411NNE9ACO COUKtY, Y,75CONSIN.
1 �35 Kepler Drn�e
Green Bay, 1M 5d315
920,<6B.1978�
WJ.X'.19COT.pff1
C�F.lm2J�i By.IFAW
MUNICIPAL OWNER'S CERTIFICATE
The Redevefoprnenl Au[horify ot ihe CiEy of Oshkosh, a eeparatc body publle ofaanized and exl=ting under and by yiriue of
the Lowa of fhe Slote of Wiaconsln, aa owner, doee hereby oerltfy thot said Authority causad the land described to 6e
s�rroyed, divided, and mopped as represented on thla map, In occordance with ths provisiona of Chopter 236 of lhe
1Yseonsin StaFut�t ond the Land Subdivislon Ordinonce o( the City o! Oshkosh.
In Wilness whe�eof, tha naid Redevelopmenf Aulhority, hae caused these presente to bt signed by
Jack_con R. Y.uu�ey itn Faecv�ve Di.x�ctor •
ond
counl�ralgned by �S ��
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iii - --��
�`�n , , ihls
20`�jl doy of �-'ptHnf�i , 20 � .
Redevelopment Authorify of the City of Oshkosh:
Joc s n �Kinncy
Erec v�Dlrec(of
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Thomos Beller
Chairman �
oL
STA7E OF WISCOMSIN)
.:SS
WINHE9AC0 COUNII')
Personally camn be(o�a me thle �h day o( '�p�r ., 2009 the o(o�emeniiohed feprraenfaLives of
fhe RedevelopmenE AuFhority of the City of Oshkosh, known io me to be the persone wha eKecuted the forgoing instrumenf
on ack owJedged the �sam/q. •
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No(ary`Pubife, "/ Aty,commisslort explru ��/���� '
Vlrine6ogo Caunfy, .Skafe o( Wiscon�iq • . �
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lh(n Certifled Survey 1,(ap ot port of the South 1/2 of the Northcast 1/4 ond part of lhe Nor:h 1/2 of Lhe SouEhcast i/4
in Sectiort 23, Town�hlp IB liorth, }2onge 16 East, FirsE Vletd, Cify of Oahkosh, IYnnebago County, YTscanaln, le hereby
approvad. �
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Clt a ng Commisalon Dote
Repreaentafive
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LEGAL DESCRIPTION
T'he Rivers 1.5 Lot
Oshkosh, WI
A parcel of land, being a part of Lot 2 of Winnebago County Certified Survey Map No. 6408,
located in the NE 1/4 of the SE 1/4 of Section 23, Township 18 North, Range 16 East, First
Ward, City of Oshkosh, Winnebago Couniy, Wisconsin, being more particularly described as:
Beginuing at the Northwest corner of said Lot 2 of Certified Survey Map No. 6408, said point
being on the southwesterly right-of-way line of Marion Road;
Thence S65°-46'-22"E, along said southwesterly right-of-way line, 238.54 feet;
Thence S24°-13'-36"W, 149.48 feet to the beginnuig of a curve to the right, haviug its radius
point bearing northwesterly, 290.00 feet;
Thence southwesterly 193.16 feet along the arc of said curve, the long chord of which bears
S85°-11'-09"W, 189.61 feet to a point on the northeasterly line of Outlot 1 of Certified Survey
Map No. 5879 and the end of said curve;
Thence N62°-10'-26"W, along said northeasterly line of Outlot 1, 72.91 feet to the southwest
corner of said Lot 2 of Certif ed Survey Map No. 6408;
Thence N24°-13'-38"E, along the westerly line of said Lot 2, 236.95 feet to the Point of
Begiilning and the end of this description;
Containing 51,843 square feet, or 1.190 acres of land.
LEGAL I�JESCRIPTION
Outlot Adj acent to The Rivers 1.5 Lot
Oshkosh, WI
A parcel of land, being a part of Lot 2 of Winnebago County Certified 5urvey Map No. 6408,
located in the NE 1/4 of the SE 1/4 of Section 23, Township 18 North, Range 16 East, First
Ward, City of Oshkosh, Winnebago County, Wisconsin, being more particularly described as:
Commencing at the Northwest corner of said Lot 2 of Certified Survey Map No. 6408, said point
being on the southwesterly right-of-way line of Marion Road;
Thence S65°-46'-22"E, along said southwesterly right-of-way 1ine, 238.54 feet to the Point of
Beginning of this description; �
Thence continuing S65°-46'-22"E, along said southwesterly right-of-way line, 20.00 feet;
Thence S24°-13'-36"W, 253.21 feet to the northeasterly line of Outlot 1 of Certified Survey Map
No. 5879;
Thence N62°-10'-26"W, along said northeasterly line of Outlot l, 186.14 feet to the begiuning of
a curve to the left, having its radius point bearing northerly 290.00 feet;
Thence northeasterly 193.16 feet along the arc of said curve, the long chord of which bears
N85°-11'-09"E, 189.61 feet;
Thence N24°-13'-36"E, 149.48 feet to the Point of Beginniiig and the end of this description;
Containi.ng 11,519 square feet, or 0.264 acre of land.
Descriptions by: Ken Wolf, PLS-1421, AECOM
June 25, 2015
Project No. 60432283
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