Loading...
HomeMy WebLinkAboutLease Agreement/ Oshkosh & RDA & Fox Valley Pro Basketball 8337648 Tx:4246029 1736537 REGISTER'S OFFICE Vt INNEDAGO COUNTY, WI Ground Lease Agreement RECORDED ON 04/03/2017 9:50 AM Document Number Document Title NATAlgE S i ROF6MEYER REGISTER OF DEEDS RECORDING FEE ,3€1.00 This LEASE AGREEMENT (the "Lease"), made and entered PACES: into this 17th day of March, 2017, is by and between the City of Oshkosh, (CITY) a Wisconsin municipality, and the Redevelopment Authority of the City of Oshkosh,(RDA),with their principal offices Recording Area located at 215 Church Ave. P.O. Box 1130 Oshkosh Wisconsin Name and Return Address 54903-1130 collective) "Lessor" and Fox Valle Pro Basketball City Attorney's office (collectively ) Y � 215 Church Ave. P.O. Box 1130 Inc., ("Lessee"): Oshkosh,WI 54903-1130 903-0324-01,903-0324-02 Property Identification Number RECITALS 1. RDA owns real property located at 1212 S. Main Street (Project), in the City of Oshkosh, Winnebago County,Wisconsin. 2. The Project includes real property to be redeveloped located at 1118 and 1212 S. Main Street and in particular are Lots 1 and 2 of Certified Survey Map 7081,which was recorded with the Winnebago County Register of Deeds as Document Number 1712374 on May 6, 2016. A copy of CSM 7081 is attached as Exhibit A and fully incorporated into this Lease. This agreement shall apply to 1212 S.Main Street which is lot 2 of CSM 7081 immediately upon execution by the parties. 1118 S. Main Street which is lot 1 of CSM 7081 shall be automatically added to the Lease upon completion of City Work as provided in paragraph IV. A. of the Development Agreement (1118 and 1212 S. Main Street both collectively referred to as the "Leased Premises"). Attached to this lease as Exhibit A are the legal descriptions for both parcels. 3. Lessor and Lessee have entered into a Development Agreement("Development Agreement")dated March 17,2017,and recorded with the Winnebago County Register of Deeds as Document Number on the 3rd day of AP; 12017, for the purpose of constructing an arena development on the Leased Premises.A copy of the Development Agreement is not attached hereto but Lessee acknowledges that it read and signed the Agreement,retains a copy of the Development 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 as Exhibit B and incorporated herein. 4. Environmental remediation is required to be performed on the Leased Premises and certain funding sources for this environmental remediation require that Lessor continue to retain ownership of the Leased Premises until remediation is completed. 5. It is in both parties' interests that Lessee begin construction of the proposed arena and related improvements , on the Leased Premises prior to the completion of the environmental remediation, and the purpose of this Lease is to allow this commencement of construction. 6. The development of the Leased Premises described in the Development Agreement and in this Lease maybe financed through a lender(Lender). The Lender may request and maybe granted an interest in this Lease up to and including the right to assume Lessee's rights and obligations under this Lease and under the Development Agreement. However,the assignment of any Lessee interest in the Leased Premises must be related to the development and pursuant to the terms of the.Development Agreement, must be contingent with such transfer becoming effective in the event of a default by Lessee, must be accompanied by a simultaneous written assumption by Lender of Lessee's obligations under that the Development Agreement, and must be more fully described in separate documents reasonably agreeable to the Lessor. All assignments,transfers,conveyances of the Leased Premises will be subject to continuing obligations under the Agreement. AGREEMENT 7. All Recitals are incorporated into this Agreement. 8. In exchange for one dollar($1.00)and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Lessor agrees to lease to Lessee, and the Lessee agrees to accept such lease,the property identified and described as the Leased Premises on the terms and conditions expressly set forth and referenced herein. 9. The term of this Lease shall commence on the date it is executed by all parties, and shall end on the earlier of. (a) the date that is fifty years after the date of commencement of this Lease;(b) the date in which Lessee, or a Lender as may otherwise be allowed under a lease assignment, closes on its purchase of and acquires full ownership interest in the Leased Premises; or, (c) the Agreement is terminated. 10. Pursuant to the terms of the Development Agreement, Lessor and Lessee are obligated to cooperate with respect to remediation actions at the direction of the Wisconsin Department ofNatural Resources and others relating to existing hazardous substances on the Leased Premises(Remediation). The Remediation shall be performed pursuant to the terms of the Development Agreement, the terms of any grants utilized for this purpose, and the terms required by the Wisconsin Department of Natural Resources (WDNR). Lessor and Lessee will each take all necessary actions to obtain a Voluntary Party Liability Exemption(VPLE)from the WDNR for the Leased Premises. Remediation of the site 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 any applicable grants used for Remediation are closed out. Lessee shall close on its purchase of the Leased Premises on the earliest practical date after both of the two following events occur: (1) the issuance of the Certificate of Completion; and, (2) the closeout of any Remediation grants, unless otherwise agreed upon in writing by the Parties. It is expected that the grants will be closed out by the Agencies within one hundred twenty(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 Premises to Lessee pursuant to this Lease and terms of the Development Agreement. The Parties acknowledge that if the Certificate of Completion is not received,or the closeout of any Remediation grants does not take place,Lessee,at its election,is under no obligation to close on the purchase of the Property and may continue to lease the Leased Premises for the remainder of the fifty year lease term under this Lease, with any remaining environmental clean-up, if any, being the responsibility of the City. P .. 11. There shall be no Lease payments due from Lessee to Lessor other than the payment identified in paragraph number 8,above,except as maybe required by this Lease or the Development Agreement during the term of this Lease. 12. The Lessee shall be allowed to construct and operate an arena facility,as well as develop business buildings and offices, retail spaces, and any and all related improvements on the Leased Premises as approved by Lessor pursuant to the terms of the Development Agreement and consistent with other government rules and regulations. No agreements by Lessee with others which purport to allow the use of the Leased Premises in a manner contrary to this Lease,or to the Development Agreement,shall be allowed,or enforceable,against Lessor or in rem against the Leased Premises. 13. During 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 Development Agreement, or to function in its capacity as the owner of the Leased Premises. Lessor shall make all reasonable efforts to not materially disrupt Lessee's allowed use of the property. 14. 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 and assignments to 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 subject to the rights of the lenders and providing known interested parties notice and a right to cure default or to affirm interest in the Leased Premises. 15. 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 with respect to matters identified in the Development Agreement. 16. Lessee assumes full and complete responsibility for any development activities,fixtures,or improvements to the Leased Premises prior to the date Lessee purchases the Leased Premises pursuant to this Lease. 17. Lessee acknowledges that it assumes the responsibility of ensuring that its investments in or on the Leased Premises are protected through separate agreements with its Lenders or other measures allowed by law. 18. Lessee shall have all necessary insurance with sufficient limits which will 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 any 3rd party resulting from any action of Lessee, its agents or assigns, occurring during the term of this Lease. 19. The Lessee is responsible for paying all utilities, costs, expenses, and obligations of any kind except those incurred by or that are the responsibility of the City during the term of and under this Lease and the Development Agreement. The Lessee is further required,at its expense,to keep and maintain in good order, condition, and repair the Leased Premises and all improvements constructed thereon. 20. Lessee shall not allow any encumbrance to be filed on or against the Leased Premises,including mortgages, easements, or similar restrictions, except for the assignment to Lenders provided under Section 6 of this Agreement. 21. All terms of the Development Agreement pertaining to the Leased Premises are incorporated into this L,,-ase, including but not limited to representations and warranties. Lessor and Lessee may pursue any breach or default of this Lease or of the Development Agreement as allowed by law. 22. Lessee's restrictions on the use of the Leased Premises during the terms of this Lease are set forth in the Development Agreement, 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, without alteration. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written. LESSEE: LESSOR: City of Oshkosh Gregory Pier , President Ma k�A. Rohloff, City-Mandger Fox Valley Pro Basketball, Inc. lt �� ,�D, Pamela R. Ubrig, City Clerk Oshkosh Redevelopment Authority Steve Cu mings, Chair Allen Davis, Executive Director PP Vtr AT ORN' K. - KOSK This document drafted by: Lynn A.Lorenson City Attorney Oshkosh,Wisconsin 54903 E Exhibit A 1212 S. Main Street Lot Two(2)of CERTIFIED SURVEY MAP NO. 7081 filed in Volume 1 of Certified Survey Maps on Page 7081 as Document No. 1712374;being all of Lots 7-12 and Lots 19-22 and parts of Lots 6,18,23 and 24 in Block 27,part of Lot 16 in Block 28, all of Lots 1-9 and 13-21 and parts of Lots 10 and 11 in Block 31 and part of vacated Twelfth Street lying East of the East right-of-way line of South Main Street, all in the Original Third Ward Plat,located in the Fractional Northwest 1/4 of Section 25,Township 18 North,Range 16 East,Third Ward,City of Oshkosh per Leach's Map of 1894, Winnebago County,Wisconsin. 1118 S. Main Street Lot One(1)of CERTIFIED SURVEY MAP NO.7081 filed in Volume 1 of Certified Survey Maps on Page 7081 as Document No. 1712374; being all of Lots 1-5 and Lots 13-17 and part of Lots 6 and 18 in Block 27 and part of vacated Twelfth Street lying East of the East right-of-way line of South Main Street, all in the Original Third Ward Plat,located in the Fractional Northwest 1/ of Section 25,Township 18 North,Range 16 East,Third Ward,City of Oshkosh, per Leach's Map of 1894, Winnebago County, Wisconsin. 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 111h 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 and related facilities 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 cost of 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.