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HomeMy WebLinkAbout17-05REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN FEBRUARY 23, 2017 17-05 RESOLUTION (APPROVED_______LOST_______LAID OVER_______WITHDRAWN_______) PURPOSE:APPROVE DEVELOPER AGREEMENT WITH FOX VALLEY PRO BASKETBALL, INC.; APPROVE LAND DISPOSITION – PROPOSED MULTI-PURPOSE ARENA AT 1212 SOUTH MAIN STREET WHEREAS,Fox Valley Pro Basketball, Inc.submitted a proposal for construction of a multi-purpose arena at 1212 South Main; and WHEREAS, the City of Oshkosh (City) and Redevelopment Authority (RDA) willremain the owner of the property during environmental remediation activities and construction of the planned multi-family development requiring the City and RDA to enter into lease agreements and assignments for the purpose of facilitating construction and financing of the project during the period prior to completion of the environmentalremediation and transfer of the property to Fox Valley Pro Basketball, Inc.; and WHEREAS, the leases and assignments are consistent with the terms of the Developer Agreement; and NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Authority of the City of Oshkosh that the proper officials are hereby authorized and directed to enter into a Developer Agreement with Fox Valley Pro Basketball, Inc.for construction of a planned multi-purpose arena at 1212 South Main Street, in substantially the same terms as attached hereto,any changes in the execution copy being deemed approved by theirrespective signatures, and to carry out all actions necessary to implement the Redevelopment Authority’s obligations under the Developer Agreement. BE IT FURTHER RESOLVED by the Redevelopment Authority of the City of Oshkosh that the proper officials are hereby authorized and directed to execute any andall documents necessary to consummate the disposition of property, Lot 1 and 2 of CSM 7081, at 1212 South Main Street to Fox Valley Pro Basketball, Inc.or affiliated entities upon construction of the planned multi-purpose arena, completion of environmental remediation and receipt by the City of a Certificate of Completion from the Wisconsin Department of Natural Resources. TO:City of Oshkosh Redevelopment Authority FROM:Allen Davis, Community Development Director DATE:February 22, 2017 SUBJECT:February 23, 2017 RDA Agenda items ACTION ITEMS 17-05 Approve Developer Agreement with Fox Valley Pro Basketball,Inc.; Approve Land Disposition –Proposed Multi-Purpose Arena at 1212 South Main Street Background The recent announcement regarding the proposed arena and Milwaukee Bucks D-League team has accelerated the redevelopment of the Buckstaff property. As part of the redevelopment, the developer and the City are to enter into a Development Agreement which will identify the various rights and responsibilities of both parties. The Developer Agreement will also be placed on the next City council Agenda for action. Analysis Staff is bringing the draft Development Agreement and Land Sale to the RDA for action now that the TIF Plan #31 has crystallized and many of the answers needed for the site have been determined by the engineers, designers, and financial analysts.In addition, the City has obtained SBA’s removal of liens as part of a repayment agreement. The TIF #31 Plan provides the details on the TIF financing and repayment for all the project elements.The elements of the Development Agreement include: 1.Pay-go TIF –no city funds will be spent for the public improvements or site preparation needed for the site. The Developer will be reimbursed for these costs based on the TIF’s performance. 2.The Pay-go tax increment is calculated as 100% of the tax increment remaining, after the SBA payment and city administrative costs are deducted. 3.The developer is guaranteeing an $18,000,000 value for the first 7 years. The value could decline after that date. 4.The developer requested an interest rate adjustment in year 7 based on actual city borrowing costs plus two percent. 5.Environmental remediation will be completed with site redevelopment. 6.Repayment of project costs will be based on actual costs of construction. 7.There are no general obligation or other public obligations for repayment. 8.The City has applied to WEDC to potentially reduce the public costs by up to $250,000. The rest of the Development Agreement terms are consistent with other previous Development Agreements. The Land Disposition will occur after the arena and other site improvements have been constructed, and the Wisconsin Department of Natural Resources has issued a Certificate of Completion. Recommendation The RDA approves the Development Agreement with Fox Valley Pro Basketball, Inc.and Land Disposition. 16715866.5 TAX INCREMENTAL DISTRICT NO.31 DEVELOPMENT AGREEMENT (FOX VALLEY PRO BASKETBALL, INC. PROJECT) This Development Agreement (the “Agreement”) is made this _______day of February, 2017 (the “Effective Date”), by and among the CITY OF OSHKOSH, WISCONSIN, a Wisconsin municipal corporation, the REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN (the “RDA,” and, collectively with the City of Oshkosh, Wisconsin, the “City”), and FOX VALLEY PRO BASKETBALL, INC, a Wisconsin corporation (the "Developer"). RECITALS WHEREAS, the City has established Tax Incremental District No.31 (the “District”) as a blighted area district in which at least fifty percent (50%) of the property within the District is a blighted area, as that term is defined by Wis. Stat. Sec. 66.1105(2)(ae), and in which certain costs incurred for redevelopment of the District may be reimbursed from the property tax increment as provided by State law; and WHEREAS, the Developer is leasing from the City that certain property located within the District and more particularly described in Exhibit A attached hereto (the “Property”) pending the completion of certain environmental remediation work as set forth herein. Following the completion of such work, Developer will acquire fee title to the Property; and WHEREAS, the Developer has approached the City indicating a desire to invest not less than $20,320,000 to develop and construct on the Property a 3,500 seat sports arena consisting of approximately 80,000 square feet, a parking lot and other infrastructure and site improvements, all in accordance with applicable City ordinances and City-approved plans (the “Project”); and WHEREAS, to promote such development, the City created the District to assist in the financing of the costs of certain improvements, development incentives, and other costs associated with the ownership and development of properties located in the District; and WHEREAS, the Developer will not undertake the development of the Project but for its reliance upon the Developer receiving tax increment financing to assist in the funding of a portion of Developer's acquisition, development and operation costs for the Property, all as described below; and WHEREAS, the City is authorized to enter into contracts necessary and convenient to implement the purpose of a Tax Incremental District, including the ability to provide development incentives and cash grants to owners, lessees, or developers of land located within the District; and WHEREAS, the uses of the Property contemplated by this Agreement are necessary and desirable to serve the interests of the City and its residents by expanding the tax base of the City, providing additional development and employment opportunities, and providing a financing mechanism to expand and acquire necessary infrastructure, all consistent with the purpose of a Tax Incremental District under Section 66.1105, Wisconsin Statutes; and 2 16715866.5 WHEREAS, based upon the City's desire to redevelop the District and to obtain the economic benefits to be generated from the Project, the City is willing to enter into this Agreement. NOW THEREFORE, in consideration of the recitals, the terms and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT I.DEFINITIONS.For purposes of this Agreement, the following terms shall have the following meanings: Acquisition Costs.“Acquisition Costs” means real property assembly costs incurred by the City in the amount of $140,000, together with interest at the rate of four percent (4%) per annum, to be paid to the United States Small Business Administration from Tax Increments in fourteen (14) equal installments of principal and interest of approximately $13,250 each, beginning on November 1, 2019 and continuing each November 1 thereafter until paid in full. Administrative Costs. “Administrative Costs” means all of the following costs and expenses of the City relating to the District and attributable to the Property: (i) professional services including, but not limited to, planning, engineering, design, accounting, financial planning, and attorneys’ fees and costs; and (ii) reasonable charges for time spent by City employees in connection with the implementation of the Project Plan and administration of the District. Notwithstanding anything to the contrary set forth herein, the City and the Developer agree that the aggregate Administrative Costs during the first year of this Agreement shall not exceed $[35,000],and the aggregate Administrative Costs during each subsequent year of this Agreement shall not exceed $10,000. Agreement. "Agreement" means this document and all of its component parts and exhibits. Affiliate. "Affiliate" means any entity majority owned and controlled by, in control of, or under common control with Developer or any entity of which Developer is a subsidiary or which is a shareholder of Developer. An Affiliate includes, but is not limited to, an entity with which Developer merges or into which Developer consolidates, or which acquires all or substantially all of the common stock or assets of the Developer. Available Tax Increment. "Available Tax Increment"means an amount equal to one hundred percent (100%) of the annual gross Tax Increment revenues actually received and retained by the City which are generated by the Property and improvements and personal property thereon in the immediately preceding calendar year, less Administrative Costs and Acquisition Costs. City Grant. The City Grant is a financial grant to be made available to Developer pursuant to this Agreement. Pursuant to Section IV.C., below, payable over the life of the District from Available Tax Increment in accordance with the terms of this Agreement. 3 16715866.5 City MRO. “City MRO” means the Municipal Revenue Obligation issued by the City to the Developer as evidence of the City's limited obligation to pay the City Grant as described in this Section IV.C. below, and in substantially the form of Exhibit D attached hereto and incorporated herein. The City MRO shall be issued pursuant to Section 66.0621 of the Wisconsin Statutes, shall not constitute an indebtedness of the City, and shall be payable,subject to contingencies, solely from the limited sources and to the extent provided in this Agreement and the City MRO. District. The "District" means all of that property, including the Property, included in Tax Incremental Finance District No.31 as described in the Project Plan. Environmental Reports. “Environmental Reports” means (i) Stormwater Management and Erosion/Sediment Control Plan for Buckstaff Foundation Removal prepared by John Ferris, Oshkosh Public Works Department dated November 30, 2016; (ii) Wetland Determination and Delineation Report –former Buckstaff Furniture Company Property, prepared by Brian Bates, dated December 12, 2016; (iii) Phase I Environmental Site Assessment, City of Oshkosh, 1212 South Main Street, prepared by AECOM, dated January 12, 2017, and (iv) any Phase II Environmental Site Assessment(s) required based upon the findings in any of (i)–(iii), above. Existing Environmental Conditions. “Existing Environmental Conditions” means any Hazardous Substances, known or unknown, present in concentrations greater than applicable standards on, in, at, or under the Property or migrating in concentrations greater than applicable standards to or from the Property at any time on or before the Effective Date. Ground Lease. “Ground Lease” means that certain Ground Lease [dated as of _______________, 2017]by and among the City, the RDA and Developer pursuant to which Developer will lease the Property from the City and the RDA until the conditions set forth in Article V, below, are met. Hazardous Substances. “Hazardous Substances” means toxic, hazardous, and/or regulated substances, pollutants, or contaminants, whether present in the soil or groundwater at, under, or migrating from or to the Property. Payment Dates. "Payment Dates"means [November 1] of each year, commencing on the third [November 1] after the Effective Date of this Agreement, up to and including [November 1, 2045]. Payment Term. "Payment Term" means the term commencing on the first day of the third [November 1] after the Effective Date of this Agreement and continuing on the same day of each year thereafter until the first to occur of the following: (i)payment to Developer of the entire amount of the City Grant, or (ii) [November 1, 2045]. Each year of the Payment Term shall run from [November 2] through the following [November 1]. For example, for illustrative purposes only, if the Effective Date is March 1, 2017, the Payment Term would run from [November 2], 2019, through the first to occur of the following: (1)payment to Developer of the entire amount of the City Grant; or (ii)[November 1, 2045]. 4 16715866.5 Project. "Project" means the Developer's acquisition, development and use of the Property as a 3,500 seat sports arena consisting of an approximately 80,000 square foot building, a parking lot, and related infrastructure and site improvements, all of which shall comply with applicable City's ordinances and City-approved plans for the Property. Project Plan. "Project Plan" means the "Project Plan for the Creation of Tax Incremental Finance District No.31 in the City of Oshkosh" prepared by Ehlers, Inc. dated January 27, 2017, which is described on Exhibit B attached hereto and incorporated herein. Project Costs. “Project Costs" means the costs relating to the Property described and estimated as set forth on Exhibit C attached hereto and incorporated herein. The Project Costs shall include (i) improvements to East 11th Avenue, South Park Avenue, South Main Street, and East 12th Avenue, (ii) remediation expenses relating to the Property, (iii) costs for geo pier and grid installation on the Property, (iv) costs for storm water management facilities located on or serving the Property, (v) interest expenses payable to Developer pursuant to the City MRO, (vi) Acquisitions Costs, and (vii) Administrative Costs. The City and Developer agree that the Project Costs listed in Exhibit C are estimates only, and that upon completion of the work described on Exhibit C, the parties shall prepare and attach to this Agreement a revised Exhibit C setting forth actual Project Costs. Notwithstanding the foregoing, the cumulative total of Project Costs making up the “Developer Incentive Principal” as set forth on Exhibit C shall in no event exceed $5,138,700. Property. "Property" means the real property described in Exhibit A attached hereto and incorporated herein, together with all improvements and personal property thereon. Property Tax Increment Base. "Property Tax Increment Base" means the aggregate value, as equalized by the Wisconsin Department of Revenue, of the Property as of January 1, 2017. Tax Increment. "Tax Increment" has the same meaning as defined in Section 66.1105(2)(i) of the Wisconsin Statutes. Tax Increment Law. "Tax Increment Law" means Section 66.1105 of the Wisconsin Statutes. II.PROPERTY ACQUISITION AND GROUND LEASE. The effectiveness of this Agreement is contingent upon the RDA, on or before the Effective Date, acquiring the Property and executing the Ground Lease with Developer. In the event that the RDA is unable to timely satisfy this contingency on or before July 1, 2018, Developer shall provide written notice thereof to the City, in which case, this Agreement shall be null and void and the parties shall have no further rights or obligations hereunder. If Developer fails to provide a timely termination notice to the City, then this contingency shall be deemed to be waived. The Ground Lease will contain terms reasonably satisfactory to the RDA (as ground lessor) and Developer (as ground lessee), but in all event shall contain the following terms and conditions: 5 16715866.5 1.A term of fifty (50) years, but terminable upon the conveyance of the Property by the RDA to the Developer pursuant to Article V, below. 2.Base rent of $1 per year. 3.Developer will be responsible for all general property taxes on the Property (or, if such land is exempt from general property taxes, additional rent in an amount equal to what such taxes would be if the Property were not exempt). 4.RDA will retain a right of access to the Property to the extent necessary to perform the City’s obligations with respect to the remediation of the Property pursuant to Article V, below. III.DEVELOPER'S OBLIGATIONS. Development of the Project. Developer intends to invest not less than $20,320,000 to develop, construct, and use the Project. Project Construction. Developer shall commence construction of the Project within 30 days following the Effective Date of this Agreement. Once commenced, Developer shall diligently pursue completion of construction of the Project in accordance with applicable City ordinances and City-approved plans for the Property so that in any case construction shall be completed by December 31, 2017. Costs and Expenses.The Developer shall be responsible for all costs related to the Project and any other work to be performed by the Developer under this Agreement, including all engineering, inspections, materials and labor. Furthermore, Developer shall be responsible for payment of all City fees including impact fees, building permit fees, zoning and sign permit fees, electrical and plumbing fees. IV.CITY'S OBLIGATIONS. City Construction Work. The City will remove existing foundations located on the Property, and will backfill any resulting holes to grade. The City will complete this work on or before July 1, 2017. WEDC Grant. The City has submitted a Community Development Investment Grant application to the Wisconsin Economic Development Corporation (“WEDC”) to offset up to $250,000 of the Project Costs set forth as Exhibit C.Should the City receive a grant from WEDC, the funds received will be contributed to the Project. The amount of any such grant shall reduce the amount of the City Grant. City Grant. In each year beginning in 2019 and ending in 2045 (or, if earlier, when the total amount of the “Developer Incentive Principal” as set forth on Exhibit C plus interest has been reimbursed to Developer under this Agreement), in consideration of the Developer undertaking its obligations under this Agreement, the amount of the Available Tax Increment shall, subject to annual appropriations by the City Common Council, be applied to make payments under this Agreement to pay the Developer the City Grant. The City Grant constitutes eligible Projects 6 16715866.5 Costs within the meaning of Section 66.1105(2) of the Wisconsin Statutes. The first payment shall not be made until the first day of the second [November]after the date of this Agreement provided that there is Available Tax Increment. Such payments shall be made in accordance with the terms of this Agreement, as further described in this Section IV.C. and the City MRO. The amount of the City Grant shall be equal to the final amount of Project Costs, less Acquisition Costs, Administrative Costs, and any WEDC grant funds received pursuant to Section IV.B., above. The City Grant shall be paid by the City only out of the Available Tax Increment, subject to the provisions of this Agreement and the City MRO. The City covenants and agrees as follows: (a)the Mayor or his designated representative shall include the payment of the entire Available Tax Increment for each year included during the Payment Term in the applicable budget request recommendation for the following year's budget, (b)if the City's annual budget does not in any year provide for appropriation of Available Tax Increment sufficient to make the payment due to Developer in that year, the City will use its diligent, good faith efforts to notify the Developer of that fact at least thirty (30)days prior to the date the budget is presented to the City Common Council for final approval, and (c)funds in the special fund of the Property attributable to the Available Tax Increment generated from the Property (and all improvements and personal property thereon) shall not be used to pay any other project costs of the District until the City has applied to the payment due hereunder, in any year, the Available Tax Increments generated by the Property (and all improvements and personal property thereon) that this Agreement provides will be applied to payment due hereunder. Developer acknowledges that, subject to the provisions of this Agreement: (i)all payments of Available Tax Increment are subject to the future annual appropriation of said amounts by the City Common Council to payment due hereunder, (ii)only the Available Tax Increments generated by the Property (and all improvements and personal property thereon) shall be used to make payments to the Developer; and (iii)if, on [November 1],2045, the amount of the Available Tax Increments to be paid under this Agreement proved insufficient to pay the entire City Grant, the City shall have no obligation or liability therefor. The payment of the City Grant shall be subject to the following conditions and limitations: 1.On each Payment Date during the Payment Term and subject to the provisions of this Agreement, the City shall pay a portion of the City Grant equal to the amount of Available Tax Increment appropriated by the City Common Council for the payment due that Payment Term year. 2.The City shall take no action to terminate or dissolve the District early prior to [November 1],2045, unless the City first pays the outstanding balance due under the City Grant, subject to the provisions of this Agreement, including, but not limited to, the annual appropriation of the City Common Council of such outstanding balance due. Attached hereto as Exhibit E is the City’s projection of revenues and expenditures for the District over its term.Exhibit E is provided for illustrative purposes only, and Developer acknowledges that the amounts set forth thereon are estimates only. 7 16715866.5 City Grant not to be Considered Indebtedness. In no circumstances shall amount of the City Grant due Developer hereunder be considered an indebtedness of the City, and the obligation of the City hereunder is limited to the Available Tax Increment which is appropriated by the City Common Council for payment of such amounts and only to the extent as provided in this Agreement. Amounts due hereunder shall not count against the City's constitutional debt limitation, and no taxes will be levied for its payment or pledged to its payment other than Tax Increment which has been appropriated for that purpose. V.ENVIRONMENTAL MATTERS. Lease Letter. The City will use its best efforts to obtain a lease liability clarification letter from the Remediation and Redevelopment Program of the WisconsinDepartment of Natural Resources (“WDNR”) indicating that Developer, as Lessee, is presumed to not be responsible for the Existing Environmental Conditions, as provided for in Wis. Stat. Sec. 292.55. City will obtain a Voluntary Party Liability Exemption (“VPLE”) Certificate of Completion from the WDNR for the Property. The parties contemplate that the VPLE Certificate of Completion will be issued by WDNR following completion of certain additional investigation and limited environmental response actions by the City and/or the Developer, as a part of Developer’s construction of the Project. The Parties understand that the final case closure and VPLE Certificate of Completion may include the use of institutional controls, provided that such institutional controls do not materially limit the use of the Project or the Property by Developer. Such institutional controls may include, for example but without limitation, groundwater use restrictions and cap construction and maintenance requirements. Furthermore, the parties understand that any routine cap maintenance, repair or replacement obligations arising from such conditions shall be the responsibility of the Developer and shall beperformed at Developer’s sole cost and expense, provided, however, that active mitigation measures such as continuous groundwater extraction or monitoring, or hazardous gas/vapor mitigation, beyond a passive or ordinary venting system shall be the continuing responsibility of City until such time as such measures are no longer required by WDNR. Notwithstanding the foregoing, Developer and City will cooperate to develop plans acceptable to the WDNR that would avoid continuous groundwater extraction or monitoring, or hazardous gas/vapor mitigation to the extent possible and approved by the WDNR. To the extent that the WDNR requires hazardous gas/vapor mitigation, the Developer and City agree to cooperate to develop a passive hazardous gas/vapor mitigation system acceptable to the WDNR. From and after the effective date of the Ground Lease, the Developer will pay the entire cost of the work necessary to obtain any required exemption to construct on a historic fill site and to obtain the VPLE Certificate of Completion, including the cost to investigate and restore the environment at the Property and the cost to design and install any passive gas/vapor venting system to the extent such system is required by WDNR. Promptly following WDNR’s issuance of the VPLE Certificate of Completion, the parties will terminate the Ground Lease, and the RDA will convey the Property to Developer for a purchase price of $1.00 by general warranty deed, subject to no liens or encumbrances other than utility easements of record, zoning restrictions, deed restrictions imposed 8 16715866.5 by the WDNR for final Case Closure, and other matters reasonably acceptable to Developer, provided none of such liens or encumbrances will prohibit or interfere in any material respect with the development or operation of the Project. The RDA shall pay all costs of an owners’ title insurance policy in the amount of the value of the Property (land value only), insuring that fee simple title to the property is vested in Developer, subject to no liens or encumbrances other than utility easements of record, zoning restrictions, deed restrictions imposed by the WDNR in connection with the VPLE Certificate of Completion, and other matters reasonably acceptable to Developer and its lender(s), provided none of such liens or encumbrances will prohibit or interfere in any material respect with the development or operation of the Project. Concurrently therewith, the City and Developer will enter into a limited easement agreement granting to City a limited right of access the Property to the extent necessary to allow the City to fulfil its continuing obligations (if any) under the VLPE Certificate of Completion, which easement agreement shall be reasonably satisfactory in form and substance to the City and the Developer. Except as provided elsewhere in this Agreement, City shall be responsible for, and shall indemnify, defend, and hold harmless Developer, its successors and assigns, and its officers, directors, managers, members, employees, contractors, and agents (the “Developer Parties”) from and against, any and all actions, claims, causes of action, costs, damages, demands by governmental entities, expenses, liabilities, losses, obligations, penalties, or suits including, without limitation, all reasonable attorney, consultant, and engineer costs or fees related thereto,(collectively, “Environmental Claims”) in any way arising out of, connected with, or resulting from (i) a release caused by or exacerbated by City or its contractors or agents, or (ii)any Existing Environmental Conditions, including the continued migration of any such Existing Environmental Conditions in concentrations greater than applicable standards without regard to whether such migration occurs on or before the Effective Date; provided, however, that City’s obligations under this Section 5.E. shall not include any claim (i) by Developer or a successive owner of the Property for diminution of value or stigma, (ii) that the Developer violated or failed to abide by any obligation set forth in this Agreement or in the VPLE Certificate of Completion or (iii) arising out of the negligence or willful misconduct of Developer or agent thereof in dealing with any Hazardous Substances. Notwithstanding anything to the contrary in Section 5.E.,above, the obligation of the City to indemnify any Developer Party shall not include any Environmental Claim related to or arising from the presence at the Property of a Hazardous Substance that is: 1.confined to locations and at concentrations that are permissible to remain in place without further action under applicable environmental laws or approved by WDNR to remain in place in the VPLE Certificate of Completion; 2.present as the result of any failure by Developer to abide by the terms of the VPLE Certificate of Completion that are obligations of the Developer under the terms of this Agreement; 3.present at the Property as a result of the introduction by Developer of any Hazardous Substance to the environment at the Property, whether directly or by migration from any off site location; or 9 16715866.5 4.subject to or the subject of any exemption from or release of liability provided by the VPLE Certificate of Completion that is applicable to the Property. Developer shall be responsible for, and shall indemnify, defend, and hold harmless the City, and its successors and assigns, and its officers, directors, employees,contractors, and agents (the “City Parties”) from and against, any and all claims in any way arising out of, connected with, or resulting from any Hazardous Substances, known or unknown, present on, in, at, or under the Property or migrating to or from the Property at any time after Effective Date, to the extent any such release of a Hazardous Substance is caused or materially exacerbated by the Developer; provided, however, that Developer’s obligations under this Section 5.F shall not include any claim (i) for diminution of value or stigma, or (ii) arising out of the negligence or willful misconduct of the City or agent thereof in dealing with any such Hazardous Substances. VI.APPROVALS AND DEVELOPMENT STANDARDS. Approval of Public Bodies. The Developer shall obtain from the City and all other appropriate governmental bodies (and all other councils, boards, and parties having a right to control, permit, approve, or consent to the development and use of the Property) all approvals and consents necessary for the City to approve the development of the Property, and any other approvals necessary to utilize the Property for the Project. Acceptance of Agreement. The acceptance of this Agreement and granting of any and all approvals, licenses, and permits by the City shall not obligate the City to grant any additional approvals, including, but not limited to, variances, exceptions, or conditional use permits, or approve any building or use the City determines not to be in compliance with the applicable municipal codes and ordinances of the City. The City agrees to work in good faith, promptly, and diligently in connection with the issuance or grant of all such approvals, consents, permits, certificates, and any other documents as may be necessary or desirable in connection with the development, utilization, and operation of the Property and to act reasonably and expeditiously and in cooperation with the Developer in connection therewith; it being understood and agreed that this provision is not intended to limit the rights of the City as more particularly set forth above or in Article X, below. Development Requirements. The Developer shall use the Property for the Project and in accordance with the provisions of this Agreement, and all other applicable federal, state, county, and City laws and regulations. Tax Exemption Forebearance. Developer acknowledges that the City is relying upon the Developer's real property taxes to generate the Available Tax Increment to fund the City Grant. As a result, throughout the term of the District, the Developer agrees neither the Developer nor any existing or future Affiliate or related entity of the Developer (collectively, "Developer Affiliates") will pursue, assist, support, or be involved in any federal, state, or local, judicial, legislative, or regulatory action or process that seeks, directly or indirectly, to prohibit, set aside, or limit the taxability of all or any portion of the Property on any basis whatsoever, and the Developer for itself and on behalf of the Developer Affiliates, and each of their respective successors in interest, waives any and all rights thereto. In addition,during the period of time that commences upon the date of this Agreement and terminates at the end of the District, neither the 10 16715866.5 Property, the Project nor any part thereof or interest therein shall be sold, transferred, leased, assigned, gifted, owned, used, or conveyed in any way to any person, partnership, organization, or entity that is all or partially exempt from federal or State of Wisconsin income taxes or real or personal property taxes, without the express prior written consent of the City, which such consentmay be withheld in the City’s sole and absolute discretion (collectively, the “RestrictiveCovenant”). This Restrictive Covenant shall permit the City to have enforcement rights. Notwithstanding anything to the contrary contained herein, the Restrictive Covenant shall automatically terminate upon the conclusion of the District. VII.WARRANTIES AND REPRESENTATIONS. The Developer hereby warrants, represents, and covenants to the City: 1.The Developer is a duly organized and existing corporation in the State of Wisconsin and authorized to transact business in the State of Wisconsin. 2.The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Developer, and no other or further acts or proceedings of the Developer or its shareholders, directors, or officers are necessary to authorize and approve the execution, delivery, and performance of this Agreement, and the matters contemplated hereby. This Agreement, the exhibits, documents, and instruments associated herewith and made a part hereof, have, if applicable, been duly executed and delivered by the Developer and constitute the legal, valid, and binding agreement and obligation of the Developer, enforceable against the Developer in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally,and by general equitable principles. 3.There are no lawsuits filed or, to the knowledge of the Developer, pending or threatened against the Developer that may in any material way jeopardize the ability of the Developer to perform its obligations hereunder. 4.The Developer has sufficient funds through equity and debt financing sources to continuously operate, maintain, and fulfill the Project. 5.The Developer shall provide, prior to execution of this Agreement, a (i)a certificate of good standing/current status issued by the appropriate government agency of the state of the Developer's organization, and (ii)certificate of incumbency and resolutions of the corporation which provide for who is authorized to sign on behalf of the Developer and that the Developer is duly authorized to enter into this Agreement and undertake all of the obligations under this Agreement together with all other agreements, documents, and contracts required to be executed in connection with the transactions arising out of this Agreement. The City hereby warrants and represents to the Developer that: 1.Subject to the approval of City Common Council, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the City, and no other or further 11 16715866.5 acts or proceedings of the City or its officials are necessary to authorize and approve the execution, delivery, and, subject to annual appropriation by the City Common Council, performance of this Agreement, and the matters contemplated hereby. This Agreement, the exhibits, documents, and instruments associated herewith and made a part hereof, have, if applicable, been duly executed and delivered by the City and constitute the legal, valid, and binding agreement and obligation of the City, enforceable against the City in accordance with their respective terms, except as the enforceability thereof may be limited by applicable law and as is otherwise subject to annual appropriation by the City Common Council. 2.No special assessments or other charges of any kind shall be assessed or levied against or accrue or come due from the Developer or the Property with respect to the Property Project Costs. VIII.CONDITIONS TO/LIMITATIONS ON THE OBLIGATIONS. Notwithstanding anything to the contrary set forth in this Agreement, the following are conditions to and limitations on each and all of the obligations of the City and the Developer under this Agreement, and the City and the Developer shall not be obligated to expend any amounts under this Agreement and may suspend or terminate this Agreement or the performance of any and all of its obligations under this Agreement, without recourse against the City or the Developer, if: The Wisconsin Department of Revenue fails to certify all or any portion of the creation of the District or the Project Plan ("Non-Certification"); provided, however, the City shall first make all reasonable efforts in good faith to cure such Non-Certification; or The District is involuntarily terminated or dissolved ("Involuntary Termination"); provided, however, the City shall first make all reasonable efforts in good faith to cure such Involuntary Termination. IX.MINIMUM ASSESSMENT GUARANTY. The Developer hereby agrees that commencing in 2018 (whether or not the Property has been conveyed to Developer pursuant to Article V, above) and for a period of seven (7) years thereafter, the assessed value of the Project shall be greater than or equal to $18,000,000.00. If, for 2018 or any subsequent year in which this minimum assessment guaranty is in effect, the assessed value of the Property is less than$18,000,000, Developer will make a payment to the City (a “Guaranty Payment”), calculated by subtracting the assessed value of the Property from $18,000,000. That number shall be multiplied by the mill rate for all taxing jurisdictions established for the then-current year for the District, with the resulting Guaranty Payment being due and payable by Developer to the City on or before November 1 of the following year. X.DEVELOPER: EVENT OF DEFAULT. Event of Default. An "Event of Default" is any of the following: 1.Failure to Construct the Project. Subject to the terms of this Agreement, the Developer fails to construct the Project consistent with Article IV, above; or 12 16715866.5 2.Taxes. The Developer fails to pay any real or personal property tax or any special assessment levied or imposed by the State, County, or City against all or any portion of the Property then owned by the Developer before they are delinquent, and in any event within ninety (90)days after written notice from the City of such failure; provided that the Developer shall have the right to contest the same in accordance with applicable law; or 3.Tax Exemption. All or any portion of the Property becomes tax exempt; or 4.Breach of Agreement. The Developer breaches any provision of this Agreement or its obligations under this Agreement; provided, however, that written notice of the breach has been given to the Developer and the Developer has failed to cure such breach within sixty (60)days or such longer period as is reasonably required under the circumstances and the Developer has begun to cure such breach in good faith and is diligently continuing to cure such breach. City Options upon Event of Default. Whenever an Event of Default occurs under Section X.A, the City may take one or more of the following actions, in the City's sole and absolute discretion: 1.Suspend or terminate the performance of any and all of its undertakings and obligations under this Agreement, including, but not limited to, making any further payments under this Agreement during the pendency of the Event of Default. 2.Take any action, including legal or administrative action, at law or in equity, which may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement or to seek remedy for its breach. Such rights and remedies shall not be exclusive of any other remedy or remedies, and such rights and remedies shall be cumulative and shall be in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. Notwithstanding the foregoing, if an Event of Default under Section X.A.1 occurs, the City's exclusive remedies shall be as set forth in Section X.B.1 above: provided, further, that, if Developer fails to construct the Project by no later than December 31, 2017, City shall have the further remedy to recover from Developer any Property Project Costs previously paid by City. Delay in Exercise of Rights Not Waiver. No delay or omission to exercise any right or power accruing to the City or the Developer upon any default by the other party shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient as long as the default is continuing. Written Waiver Required. In the event this Agreement is breached by either party and such breach is expressly waived in writing by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous, or subsequent breach hereunder. A party's acquiescence in not enforcing any portion of this Agreement shall not provide a basis for the application of estoppel or other like defense or 13 16715866.5 otherwise constitute waiver. Any waiver of any provision of this Agreement by the City must be express and in writing. Compensation for Costs of Breach. Whenever there is an Event of Default by the Developer hereunder, and the City employs attorneys or incurs other expenses for the collection of payment due or to become due for the enforcement or performance or observance of any obligation or agreement on the part of the Developer contained in this Agreement, the Developer shall, on demand thereof, pay to the City the reasonable fees of such attorneys and such other reasonable expenses incurred by the City. XI.MISCELLANEOUS PROVISIONS. Incorporation of Attachments. All exhibits and other documents attached hereto or referred to herein are hereby incorporated in and shall become a part of this Agreement. Term. Unless terminated under Article X, above, the term of this Agreement shall begin as of the Effective Date and shall continue until [November 1], 2045, unless terminated earlier in accordance with the termination by the City of the District in accordance with the Tax Increment Law. Review and Inspections. The City will act diligently to review all necessary approvals, licenses, and permits and to undertake any inspections duly requested by the Developer. Restriction on Assignment of Agreement. 1.Agreement. The Developer may assign or transfer all of its rights under this Agreement to an Affiliate without the express prior written consent of the City only if the proposed Affiliate assignee or transferee agrees in writing to assume all of the Developer's obligations under this Agreement and the Developer provides the City with timely written notice and a copy of such fully executed assumption. Otherwise, upon an assignment or transfer of all of the Developer's rights under this Agreement to (i)a non-Affiliate, or (ii)an Affiliate that does not agree in writing to assume all of the Developer's obligations under this Agreement, this Agreement shall terminate at the option of the City and be of no further force or effect, except if the Developer obtains the express written consent of the City, which shall be in the sole and absolute discretion of the City. All of the rights and obligations under this Agreement must be assigned or transferred together, if at all, and may not be assigned separately. 2.Transfer of Property. The Developer may sell, assign, or transfer all or any portion of the Property to an Affiliate without the express prior written consent of the City only if the proposed Affiliate assignee or transferee agrees in writing to assume all of the Developer's obligations under this Agreement, and the Developer provides the City with timely written notice and a copy of such fully executed assumption. Otherwise, upon a sale, assignment, or transfer of all or any portion of the Property to (i)a non-Affiliate, or (ii)an Affiliate that does not agree in writing to assume all of the Developer's obligations under this Agreement, this Agreement shall terminate at the option of the City and be of no further force or effect, except if the Developer obtains the express written consent of the City, which shall be in the sole and absolute discretion of the City. 14 16715866.5 Tax Exempt Organizations. For and in consideration of this Agreement and the nature of the District, the Developer acknowledges and agrees that, during the term of the District, neither the Property nor any part thereof or interest therein shall be sold, transferred, leased, assigned, gifted, owned, used, or conveyed in any way to any person, partnership, organization, or entity that is all or partially exempt from federal or State of Wisconsin income taxes or real or personal property taxes, without the express prior written consent of the City, which such consent may be withheld in the City's sole and absolute discretion. Force Majeure. A party shall be excused from its obligations under this Agreement if and to the extent and during such time as the party is unable to perform its obligations or is delayed in doing so due to events or conditions outside of the party's reasonable control (each a "Force Majeure Event") based solely upon acts of God, war, fire, or other casualty, riot, civil unrest, extreme weather conditions, terrorism, strikes, and labor disputes. Upon the occurrence of a Force Majeure Event, the party incurring such Force Majeure Event will promptly give notice to the other party, and thereafter the parties shall meet and confer in good faith in order to identify a cure of the condition affecting its performance as expeditiously as possible. District Information. As soon as practicable, but no later than December 15 of each calendar year, the City shall provide to the Developer the information pertaining to the Available Tax Increment for the calendar year of the request; provided, however, the City is only required to submit information in its possession and is not required to reply to any request prior to December 15 of any calendar year. Time of the Essence. Time is deemed to be of the essence with regard to all dates and time periods set forth herein and incorporated herein. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Delivery of Notices. Any notice required hereunder shall be given in writing, signed by the party giving notice, personally delivered, mailed by certified or registered mail, return receipt requested, sent by overnight delivery service, or faxed to the parties respective addresses as follows, provided any notice given by facsimile is also given by one of the other methods: To the City:City of OshkoshCity Attorney’s Office 215 Church Avenue Post Office Box 1130 Oshkosh, WI 54903-1130 Attn: City Attorney Facsimile No. 920-236-5106 With a copy to:Godfrey & Kahn, S.C. 100 W. Lawrence Street Appleton, WI 54911 Attn: Michael J. Lokensgard 15 16715866.5 Facsimile No. 920-830-3530 To Developer:Fox Valley Pro Basketball, Inc. 2370 State Road 44, Suite A Oshkosh, WI 54904 Attn: _____________________ Facsimile No. 920-__________ With a copy to: and shall be deemed given upon personal delivery, the first business day after certification or registration, the first business day after deposit with the overnight delivery service, and upon acknowledgement of receipt by facsimile or electronic mail (provided notice is promptly sent by one of the other methods). Entire Agreement. This Agreement and all other documents and agreements expressly referred to herein, contain the entire agreement between the Developer and the City with respect to the matters set forth herein. This Agreement may be modified only in writing signed by all parties. Law Applicable. This Agreement shall be construed in accordance with the internal laws of the State of Wisconsin. Originals and Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Amendments to Agreement. This Agreement shall not be amended orally but only by the written agreement of the parties signed by the appropriate representatives of each party and with the actual authority of each party. Limitation on Liability. The parties acknowledge and agree that in carrying out any of the provisions of this Agreement or in exercising any power or authority granted to them thereby, there shall be no personal liability of the either parties' officers, members, agents, employees, or representatives, it being understood and agreed that in such matters they act as agents and representatives of the applicable party. No Partnership. This Agreement specifically does not create any partnership or joint venture between the parties, or render any party liable for any debts or obligations of the other party. Recording of Agreement. The parties hereto agree that at the City's option a memorandum of this Agreement,including reference to the Restrictive Covenant, may be recorded on the record title to the Property. The Developer shall upon request of the City execute and deliver any such memorandum or other document in connection with such recording. 16 16715866.5 Developer's Obligations Run with the Land. The Developer's obligations under this Agreement and all consents, obligations, waivers, restrictions, and other requirements of the Developer as set forth in this Agreement, shall be deemed to be covenants running with the land and shall be binding upon the Property and the successors, assigns, and other transferees of the Developer. The rights and benefits conferred upon the Developer shall not be covenants running with the land and shall not inure to the successors, assigns, or other transferees of the Developer, except as set forth in Section XI.D, above. Severance. If any portion of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law. Third Parties. This Agreement is made for the exclusive benefit of the parties hereto, and their permitted assignees (as set forth in Section XI.D.), and is not for the benefit of any other persons, as third party beneficiaries or otherwise, and this Agreement shall not be deemed to have conferred any rights, expressed or implied, upon any other party, except as set forth in Section XI.D. Neutral Construction. This Agreement is the result of a negotiated agreement by the parties and prior to the execution of this Agreement each party had sufficient opportunity to have review of the document by legal counsel. Nothing in this Agreement shall be construed more strictly for or against either party because that party's attorney drafted this Agreement or any portion thereof or attachment hereto. Headings. The headings inserted in this Agreement are for convenience only and in no way define, limit, or otherwise describe the scope or intent of this Agreement or any provision of this Agreement [Signatures Begin On Next Page] 17 16715866.5 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date stated in the first paragraph of this Agreement. FOX VALLEY PRO BASKETBALL, INC. BY: Its: STATE OF ______________} } SS COUNTY OF ____________} Personally came before me this ______day of ___________________, 2017, the above-named __________________, to me known to be the person who executed the foregoing instrument. * Notary Public, State of My Commission: 18 16715866.5 CITY OF OSHKOSH, WISCONSIN By: Mark A. Rohloff, City Manager By: Pamela R. Ubrig, City Clerk Approved as to form: By: Lynn A. Lorenson, City Attorney STATE OF WISCONSIN } } SS COUNTY OF WINNEBAGO } Personally came before me this _____day of ________________, 2017, the above named Mayor and City Clerk, to me known to be the person who executed the foregoing instrument. * Notary Public, State of Wisconsin My Commission: 19 16715866.5 REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN By: __________________, Chair By: __________________, Executive Director STATE OF WISCONSIN } } SS COUNTY OF WINNEBAGO } Personally came before me this _____day of ________________, 2017, the above named Chair and Executive Director, to me known to be the person who executed the foregoing instrument. * Notary Public, State of Wisconsin My Commission: 16715866.5 EXHIBIT A Description of Property All of Lots One (1) and Two (2) of Certified Survey Map No. 7081 filed in Volume 1 of Certified Survey Maps on Page 7081 as Document No. 1712374, all in the Original Third Ward Plat, located in the Fractional Northwest ¼ of Section 25, Township 18 North, Range 16 East, 3rd Ward, City of Oshkosh, per Leach's Map of 1894, Winnebago County, Wisconsin. Parcel No. 903-0324-0100 and 903-0324-0200 16715866.5 EXHIBIT B Description of Project Plan The proposed project will take place on an 8.77 acre blighted area which includes the former location of the Buckstaff Company located along South Main Street between East South Park Avenue and East 11th Avenue in the City of Oshkosh. Buckstaff Company operated a wood furniture company on the site since 1850 and closed permanently in 2011. Currently, the site is being prepared for redevelopment which includes asbestos removal, building demolition and concrete foundation removal. Fox Valley Pro Basketball, Inc. is proposing to develop a 3,500 seat multi-use arena on the subject site which will also house a 157 seat sports bar and team store open to the public on non-event days. The arena will host the Milwaukee Buck’s Development League (D League) team for approximately 24 games during the November through May season. Fox Valley Pro Basketball, Inc. will hold concerts and other sporting events in the proposed arena. Fox Valley Pro Basketball, Inc. will be responsible for onsite private development costs as well as the public infrastructure improvements required in the right of way to serve the site and arena. Fox Valley Pro Basketball, Inc. intends to open for the 2017-2018 D League basketball season starting in November of 2017. 16715866.5 EXHIBIT C Estimate of Property Project Costs Note:Exhibit C will be updated upon completion of the Project to reflect actual costs for items no. 1 through 10, above. 16715866.5 EXHIBIT D CITY MRO UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION (“MRO”) Number Date of Original Issuance Amount _____________________$_____________ FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the“City”), promises to pay to Fox Valley Pro Basketball, Inc. (the “Developer”), or registered assigns, but only in the manner, at the times, from the source of revenue and to the extent hereinafter provided, the principal amount not to exceed [$5,138,700], with interest thereon at the rate of five percent (5%) per annum, adjusted on November 1, 2024 to a rate equal to the then- current City tax-exempt cost of funds plus two percent (2%). Interest shall begin to accrue on the date on which this MRO is issued. This MRO shall be payable in installments on November 1 (the “Payment Dates”) in each of the years set forth in Schedule 1 attached hereto in an amount equal to the Available Tax Increments for the prior year provided such payments are due under the Development Agreement, as hereinafter defined. Payments shall be applied first to accrued interest and second to unpaid principal. Payments on this MRO shall be made only to the extent that the City has received Available Tax Increments. This MRO has been issued to finance projects within the City’s Tax Incremental District No. 31 (“District”) and is payable only from the income and revenues herein described, which income and revenues have been set aside as a special fund for that purpose and identified as the “Special Redemption Fund” provided for under the Resolution adopted on __________, 2017 by the Common Council of the City (the “Resolution”). This MRO is issued pursuant to the Resolution and pursuant to the terms and conditions of the Tax Incremental District No. 31 Development Agreement dated as of ____________, 2017 among the City, the Redevelopment Authority of the City of Oshkosh, Wisconsin, and the Developer (“Development Agreement”). This MRO does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation or provision. This MRO shall be payable solely from Available Tax Increments generated by the Project located within the District and appropriated by the Common Council to the payment of this MRO (the “Revenues”). Reference is hereby made to the Resolution and the Development Agreement for a more complete statement of the revenues from which and conditions and limitations under which this MRO is payable and the general covenants and provisions pursuant to which this MRO has been issued. The Resolution and Development Agreement are incorporated herein by this reference. Capitalized terms used in this MRO which 16715866.5 are not defined in this MRO shall have the meaning attributable to such terms as set forth in the Development Agreement. The City shall have no obligation to pay any amount of this MRO which remains unpaid after the Final Payment Date of November 1, 2045. The City makes no representation or covenant, express or implied, that the Available Tax Increments or other Revenues will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The City’s payment obligations hereunder are subject to appropriation, by the Common Council, of Available Tax Increments to make payments due on this MRO. In addition, as provided in Section IV.D of the Development Agreement, the total principal amount to be paid shall in no event exceed $________________. When the amount of Revenue has been appropriated and applied to payment of this MRO, the MRO shall be deemed to be paid in full and discharged, and the City shall have no further obligation with respect hereto. Further, as provided in Section IX.B.1 of the Development Agreement, the City shall have no obligation to make payments on this MRO in the event of certain defaults under the Development Agreement. This MRO is a special, limited revenue obligation and not a general obligation of the City and is payable by the City only from the sources and subject to the qualifications stated, incorporated or referenced herein. This MRO is not a general obligation of the City, and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of this MRO. Further, no property or other asset of the City, except the above-referenced Revenues, is or shall be a source of payment of the City’s obligations hereunder. This MRO is issued by the City pursuant to, and in full conformity with, the Constitution and laws of the State of Wisconsin. This MRO may be transferred or assigned, in whole or in part, only with the consent of the City. Interests in this MRO may not be split, divided or apportioned. In order to transfer or assign the MRO, the transferee or assignee shall surrender the same to the City either in exchange for a new, fully-registered municipal revenue obligation or for transfer of this MRO on the registration records for the MRO maintained by the City. Each permitted transferee or assignee shall take this MRO subject to the foregoing conditions and subject to all provisions stated or referenced herein. It is hereby certified and recited that all conditions, things and acts required by law to exist or to be done prior to and in connection with the issuance of this MRO have been done, have existed and have been performed in due form and time. 16715866.5 IN WITNESS WHEREOF, the City Council of the City of Oshkosh has caused this MRO to be signed on behalf of the City by its duly qualified and acting City Manager and City Clerk, and its corporate seal to be impressed hereon, all as of the date of original issue specified above. CITY OF OSHKOSH By: Name: Title: Attest: Name: Title: 16715866.5 Schedule 1 Payment Schedule Subject to the City’s annual receipt of Available Tax Increment and the terms and conditions of the Development Agreement, the City shall pay to Developer the total Project Increment Surplus received by the City for the prior year: Payment Date Payment Amount November 1, 2019 Available Tax Increment for 2018 November 1, 2020 Available Tax Increment for 2019 November 1, 2021 Available Tax Increment for 2020 November 1, 2022 Available Tax Increment for 2021 November 1, 2023 Available Tax Increment for 2022 November 1, 2024 Available Tax Increment for 2023 November 1, 2025 Available Tax Increment for 2024 November 1, 2026 Available Tax Increment for 2025 November 1, 2027 Available Tax Increment for 2026 November 1, 2028 Available Tax Increment for 2027 November 1, 2029 Available Tax Increment for 2028 November 1, 2030 Available Tax Increment for 2029 November 1, 2031 Available Tax Increment for 2030 November 1, 2032 Available Tax Increment for 2031 November 1, 2033 Available Tax Increment for 2032 November 1, 2034 Available Tax Increment for 2033 November 1, 2035 Available Tax Increment for 2034 November 1, 2036 Available Tax Increment for 2035 In any event, the total payment to Developer on this MRO shall not exceed $5,138,700, exclusive of interest. 16715866.5 REGISTRATION PROVISIONS This MRO shall be registered in registration records kept by the City Clerk of the City of Oshkosh, Winnebago County, Wisconsin,such registration to be noted in the registration blank below and upon said registration records, and this MRO may thereafter be transferred only upon representation of this MRO together with a written instrument of transfer approved by the City and duly executed by the Registered Owner or his attorney, such transfer to be made on such records and endorsed hereon. Date of Registration Name of Registered Owner Signature of City Clerk 16715866.5 EXHIBIT E Projected District Revenue and Expenses