HomeMy WebLinkAboutANNEX 71, LLC & Oshkosh,Developer Agreement 474/482 Marion Rd 2017DEVELOPMENT AGREEMENT
Document Number I Document Title
Development Agreement between City of Oshkosh, Wisconsin, a
Wisconsin municipal corporation, and Annex 71, LLC,
a Wisconsin Limited liability company
for redevelopment of 474 Marion Road, 482 Marion Road and a vacan
sliver of land east of Dawes Street under Tax Incremental District #33
Drafted by:
Lynn Lorenson
Oshkosh, W1
ame and Return AR&"S: 4O IAG oLd
City Attorney's Office
Oshkosh. WI 54902-1130
901-0241-0000;901-0236-0000 and
901-0243-0300
Parcel Identification No.
TAX INCREMENTAL DISTRICT NO. 33
DEVELOPMENT AGREEMENT
(LAMICO REDEVELOPMENT PROJECT)
This Development Agreement (the "Agreement") is made this �k day of July, 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 ANNEX 71, LLC, an Indiana limited liability company (the "Developer").
RECITALS
WHEREAS, the City has established Tax Incremental District No. 33 (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 acquiring from the RDA and Lamico, Inc. ("Lamico")
certain property located within the District and more particularly described in Exhibit A attached
hereto (the "Original Property"); and
WHEREAS, in connection with the development and construction of the Project, the City
will convey to Developer the Water Tower Property (as that term is defined in Article I, below),
in exchange for Developer's conveying to the City a portion of the Original Property; and
WHEREAS, the Developer has approached the City indicating a desire to invest not less
than $18,100,000 to develop and construct on the Property (as that term is defined in Article 1,
below) a 140 unit multi-family/student residential complex, 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 the Project; 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
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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 opportunities, and providing a financing mechanism to make
certain public improvements, all consistent with the purpose of a Tax Incremental District under
Section 66.1105, Wisconsin Statutes; and
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:
A. Agreement. "Agreement" means this document and all of its component
parts and exhibits.
B. 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.
C. Available Tax Increment. "Available Tax Increment" means an amount
equal to seventy five percent (75%) 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.
D. Case Closure. "Case Closure" has the meaning set forth in Wis. Stat. Sec.
292.12.
E. City Contribution. "City Contribution" means payments to be provided
from the City to the Developer from Available Tax Increments pursuant to the terms of this
Agreement in a total principal amount not to exceed $2,506,153.00.
F. District. The "District" means all of the property included in Tax
Incremental Finance District No. 33 as described in the Project Plan.
G. Environmental Reports. "Environmental Reports" means (i) that certain
Site Investigation Work Plan dated May 8, 2017 and Site Investigation Report and Remedial
Action Options Report dated June 13, 2017, both prepared by August Mack Environmental, Inc.,
relating to VOC, PAH, and heavy metal contamination on the Original Property (the "August
Mack Report"), and (ii) that certain Site Investigation Work Plan dated August 10, 2016,
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prepared by AECOM, relating to mercury contamination on the Water Tower Property (the
"AECOM Report").
H. Existing Environmental Conditions. "Existing Environmental Conditions"
means those particular occurrences of Hazardous Substances on the Original Property and Water
Tower Property that are identified in the August Mack Report and the AECOM report,
respectively.
I. 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.
J. Original Property. "Original Property" means the property being acquired
by Developer from Lamico and the RDA, which Original Property is described on Exhibit A
attached hereto and incorporated herein, together with all improvements and personal property
thereon.
K. 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.
L. Payment Term. "Payment Term" means the term commencing on the first
day of the third November 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 Contribution, or (ii) November 1, 2045. For example, for
illustrative purposes only, if the Effective Date is March 1, 2017, the Payment Term would run
from November 1, 2019, through the first to occur of the following: (1) payment to Developer
of the entire amount of the City Contribution; or (ii) November 1, 2045.
M. Project. "Project" means the Developer's acquisition, development and
use of the Property as a 140 unit multi-family/student residential housing complex, 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.
N. Project Plan. "Project Plan" means the "Project Plan for the Creation of
Tax Incremental Finance District No. 33 in the City of Oshkosh" prepared by Ehlers, Inc. dated
[June 27, 20171, a summary of which is attached hereto as Exhibit B and incorporated herein.
O. 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
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 described on Exhibit C as "Supporting Project List
Providing Basis for Developer Incentive" and forming the basis for the City Contribution shall in
no event exceed $2,506,153.
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P. Property. "Property" means the real property to be owned by Developer
following completion of the land swap described in Article V, below, together with all
improvements and personal property thereon.
Q. Property Tax Increment Base. "Property Tax Increment Base" means the
aggregate value, as equalized by the Wisconsin Department of Revenue, of the properties located
within the District as of January 1, 2017.
R. Tax Increment. "Tax Increment" has the same meaning as defined in
Section 66.1105(2)(1) of the Wisconsin Statutes.
S. Tax Increment Law. "Tax Increment Law" means Section 66.1105 of the
Wisconsin Statutes.
T. Water Tower Property. "Water Tower Property" means that certain parcel
of real estate located adjacent to the Original Property and within the District, which is initially
owned by the City and more particularly described on Exhibit A-2.
II. PROPERTY ACQUISITION. The effectiveness of this Agreement is
contingent upon the Developer acquiring the Original Property from Lamico and the RDA on or
beforeA Ka ,S L4,54 16, 1, _, 2017. In the event that the Developer is unable to timely satisfy this
contingenc on or before such date, this Agreement shall be null and void and the parties shall
have no further rights or obligations hereunder.
III. DEVELOPER'S OBLIGATIONS.
A. Development of the Project. Developer intends to invest not less than
$18,100,000 to develop, construct, and use the Project.
B. Project Construction. Developer shall commence construction of the
Project no later than September 1, 2017. 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 substantially
completed by December 31, 2018.
C. 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, labor, on-site management of
Hazardous Substances, obtaining a Case Closure of the Existing Environmental Conditions
affecting the Original Property, and assisting with a portion of the remediation of the Existing
Environmental Conditions affecting the Water Tower Property as set forth in Section V.B.,
below. 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.
D. Initial Certified Survey Map. Following Developer's acquisition of the
Property from the RDA and Lamico, Developer shall record a certified survey map, substantially
in the form attached as Exhibit A-1, which creates the Original Property as a single tax parcel
(the "Initial CSM").
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IV. CITY'S OBLIGATIONS.
A. City Undertakings. On or before August 31, 2018, the City will remove
the existing water tower located on the Water Tower Property, including removal of the altitude
vault and foundation. The City will, subject to the provisions of Section V.B., below, obtain a
Case Closure of the Existing Environmental Conditions affecting the Water Tower Property.
The City will also, at the City's cost and subject to receipt of available Tax Increment, perform
those portions of the Project involving the construction of Riverwalk/trail connections and cul-
de-sacs on Dawes Street and Riverway Drive, as described on Exhibit C. The City will endeavor
to construct these improvements as soon as reasonably possible following receipt of adequate
Tax Increments to fund such work.
B. City Contribution. In each year beginning in 2019 and ending in 2045 (or,
if earlier, when the total amount of the City Contribution plus interest at the rate of five percent
(5%) per annum 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 Contribution. The City
Contribution constitutes eligible Project 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 third
November after the date of this Agreement provided that there is Available Tax Increment. The
City Contribution shall be paid by the City only out of the Available Tax Increment, subject to
the provisions of this Agreement. The City Contribution is a special and limited obligation of
the City, and not a general obligation of the City. The City covenants and agrees as follows:
(a) the City Manager 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) Available Tax Increment generated from the
Property 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 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 Contribution, the City shall have no obligation or liability therefor. Developer further
acknowledges that, as a result of the special and limited nature of the City's obligation to pay the
City Contribution, the Developer's receipt of the City Contribution also depends on factors
including future mill rates, changes in the assessed value of the Property, failure of the Project to
generate Tax Increments at the rate expected by the Developer, changes in the Tax Increment
Law, and other failures beyond the City's or Developer's control.
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The payment of the City Contribution 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 Contribution 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 Contribution, 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, with the City Contribution labeled as "Developer
Incentive Payments" thereon. Exhibit E is provided for illustrative purposes only, and Developer
acknowledges that the amounts set forth thereon are estimates only.
C. City Contribution not to be Considered Indebtedness. In no circumstances
shall amount of the City Contribution 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; LAND SWAP.
A. Existing Environmental Conditions Affecting the Original Property. The
Original Property is the subject of an open Wisconsin Department of Natural Resources
("WDNR") Environmental Repair ("ERP") investigation, BRRTS #02-71-579206. Developer
will remediate the Original Property pursuant to the work plan set forth in the August Mack
Report and approved by WDNR. Developer agrees to proceed with the remediation of the
Original Property in the manner set forth in the August Mack Report (as the same may be
required to be modified from time to time by WDNR) and obtain a Case Closure for the Original
Property.
B. Existing Environmental Conditions Affecting the Water Tower Property.
The Water Tower Property is the subject of an open WDNR ERP investigation, BRRTS #02-71-
577028. The City will be remediating the Water Tower Property pursuant to the work plan set
forth in the AECOM report, subject to the approval of that work plan by WDNR. The City and
Developer agree that the work plan for remediation of the Existing Environmental Conditions on
the Water Tower Property will require that the City be responsible, at the City's cost and
expense, for removal of the water tower altitude vault and foundation, removal of any
contaminated soils discovered during excavation to the extent required by WDNR, any required
soil or groundwater testing following such removal, and submission to WDNR for final Case
Closure. The work plan will require that Developer be responsible, at Developer's cost and
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expense, for installing and maintaining an engineered cap on the Water Tower Property, over
which Developer will construct a storm water detention facility.
C. Provisions Applicable to all Existing Environmental Conditions.
Developer and the City acknowledge and agree that final Case Closure for each of the Original
Property and the Water Tower Property may be obtained through the use of institutional controls,
including, without limitation, groundwater use restrictions and cap construction and maintenance
requirements. Following Case Closure, all such institutional controls shall be the responsibility
of the owner of the property subject to such institutional controls. For example, to the extent
required by WDNR, Developer will be responsible for cap maintenance, repair and replacement,
potential active mitigation measures such as continuous groundwater extraction and monitoring
and hazardous gas/vapor mitigation on the Property. Prior to Case Closure, each of Developer
and the City will have access to the other's property to the extent necessary to allow each of
Developer and the City to carry out its responsibilities under this Article V.
D. Land Swap. Following the City's removal of the water tower, altitude
vault and foundation, the City and Developer shall cause a second certified survey map to be
prepared at Developer's cost, which will allow the City to swap the Water Tower Property for a
new lot to be created in the northeast corner of the Original Property (the "Swap Property"), the
particular location and dimensions of which shall be agreed upon by the City and Developer, but
which shall be located generally as shown on Exhibit A-3 (the "Final Certified Survey Map").
Following the recording of the Final Certified Survey Map and receipt by Developer of any
required lender approvals for the land swap, the City shall convey to the Developer the Water
Tower Property, and the Developer shall convey to the City the Swap Property. Each
conveyance will be by general warranty deed, free and clear of liens and encumbrances other
than taxes not yet due and payable, zoning restrictions, easements, covenants, and restrictions of
record, and other encumbrances acceptable to the grantee in each conveyance. The grantor in
each conveyance will be responsible for the payment of any real estate transfer fee, and each
party shall be responsible for the cost of any title insurance which it may wish to obtain on the
property that such party is acquiring.
Notwithstanding the foregoing, to the extent that either the Original Property or
the Water Tower Property has not received a Case Closure at the time that the swap is
completed, the party responsible for such Case Closure pursuant to Sections V.A. and B., above,
shall remain responsible for obtaining such Case Closure.
Following the land swap and the obtaining of Case Closures for the Existing
Environmental Conditions:
1. Developer will be responsible for 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. Developer shall
indemnify, defend, and hold harmless the City and its officers, employees, contractors, and
agents, and their respective successors and assigns, from and against any such claims or damages
occurring or arising after the issuance of the Case Closures; and
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2. The City will be responsible for 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 Swap Property or migrating to or from the Swap Property. The
City shall indemnify, defend, and hold harmless Developer and its members, managers, officers,
employees, contractors, and agents, and their respective successors and assigns, from and against
such claims or damages occurring or arising after the issuance of the Case Closures.
E. Easements. To the extent not shown on either the Initial or Final Certified
Survey Maps, Developer agrees to grant to the City an easement for the construction of a thirty
(30) foot wide pedestrian and bicycle easement connecting the cul-de-sac to be constructed by
the City at the end of Riverway Drive to Marion Drive. The City agrees to grant to the
Developer easements necessary to allow Developer to install, maintain, repair, and replace storm
and sanitary sewer lines, and construct a storm water detention pond and other improvements on
the Property. The City also intends to consolidate the existing utility easements encumbering the
Property, and may require that Developer grant one or more easements for utilities in connection
with such consolidation, in locations reasonably acceptable to Developer and Developer's lender.
Developer will use all reasonable efforts to obtain its lender's agreement to subordinate its
mortgage to any new easements.
VI. APPROVALS AND DEVELOPMENT STANDARDS.
A. 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.
B. 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.
C. 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.
D. Tax Exemption Forbearance. Developer acknowledges that the City is
relying upon the Developer's real property taxes to generate the Available Tax Increment to fund
the City Contribution. As a result, the Developer agrees that, neither the Developer nor any
existing or future Affiliate or related entity of the Developer (collectively, "Developer
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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 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
consent may be withheld in the City's sole and absolute discretion (collectively, the "Restrictive
Covenant"). 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.
A. The Developer hereby warrants, represents, and covenants to the City:
1. The Developer is a duly organized and existing limited liability
company in the State of Indiana 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
member(s) or manager(s) 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, (ii) a certificate of authority to transact business in the
State of Wisconsin, if Developer is organized in a state other than Wisconsin, and (iii) a
certificate of incumbency and resolutions of the corporation which is signing this Agreement as
manager of Developer stating who is authorized to sign on behalf of Developer and that the
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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.
6. Following the land swap described in Section V.E., above,
Developer shall at all times maintain ownership of the Property in a single entity, and shall not
separately convey any portion of the Property.
B. 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 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. Notwithstanding the foregoing, special assessments may be
assessed if certain actions or improvements that are related to the Project (other than the initial
construction of the public improvements described on Exhibit C) occur within public rights-of-
way. These actions or improvements may include, for example, curb cuts, driveway aprons,
sidewalks, or similar projects.
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.
A. 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
B. 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.
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IX. DEVELOPER: EVENT OF DEFAULT.
A. 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
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
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; or
5. Insolvency. The Developer shall: (i) become insolvent or
generally not pay, or be unable to pay, or admit in writings its inability to pay, its debts as they
mature; (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 shall file an answer to such petition or application, admitting the material
allegations thereof, or (v) apply to a court for the appointment of a receiver or custodian for any
of its assets or properties, with our without consent, and such receiver shall not be discharged
within ninety (90) days after its appointment; or (vi) adopt a plan for the complete liquidation of
its assets.
B. City Options upon Event of Default. Whenever an Event of Default
occurs under Section IX.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
11
17456739.4
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 IX.A.l occurs, the City's exclusive remedies shall be as set forth in Section IX.B.1
above: provided, further, that, if Developer fails to construct the Project by no later than
December 31, 2018, City shall have the further remedy to recover from Developer any Project
Costs previously paid by City.
C. 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 parry 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.
D. 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 otherwise constitute waiver. Any waiver of any provision of this Agreement by
the City must be express and in writing.
E. 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.
X. MISCELLANEOUS PROVISIONS.
A. 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.
B. Term. Unless terminated under Article IX, 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.
C. 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.
D. 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
12
17456739.4
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. Developer may also assign or transfer its rights
under this Agreement pursuant to subsection (2), below. Otherwise, upon an assignment or
transfer of all of the Developer's rights under this Agreement to (i) a non -Affiliate, (ii) an
Affiliate that does not agree in writing to assume all of the Developer's obligations under this
Agreement, or (iii) a lender as provided in subsection (2), below, 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. Collateral Assignment of Development Agreement. Developer
may assign its rights and obligations under this Agreement to a lender or lenders, solely for
purposes of providing collateral security for a loan issued to Developer for the purposes of the
construction and development of the Project. Any such assignment shall be contingent upon, or
become effective only following, an event of default Developer under the terms of the loan. So
long as Developer has notified the City of the identity and contact information for its lender, the
City will use reasonable efforts to notify Developer's lender of any Event of Default by
Developer hereunder. The particular form of any collateral assignment entered into by
Developer shall be subject to the City's prior written approval, which shall not be unreasonably
withheld, conditioned, or delayed; provided, that the City will have no obligation to consent to
any collateral assignment of this Agreement which does not assign both Developer's right to
receive the City Contribution and all of Developer's obligations to the City.
3. 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.
E. 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.
F. 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
13
17456739.4
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 parry, 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.
G. 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.
H. 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.
I. Headings. Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this Agreement.
J. Delivery of Notices. Any notice required hereunder shall be given in
writing, signed by the parry 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 Oshkosh
City Attorney's Office
215 Church Avenue
Post Office Box 1130
Oshkosh, WI 54903-1130
Attn: City Attorney
With a copy to: Godfrey & Kahn, S.C.
100 W. Lawrence Street
Appleton, WI 54911
Attn: Michael J. Lokensgard
To Developer: ANNEX 71, LLC
c/o Mecca Companies, Inc.
409 Massachusetts Avenue, Suite 300
Indianapolis, IN 46204
Attn: Julie M. Elliot, General Counsel
With a copy to: Reff Baivier Bermingham & Lim
217 Ceape Avenue
Oshkosh, WI 54901
Attn: Russ Reff
14
17456739.4
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).
K. 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.
L. Law Applicable. This Agreement shall be construed in accordance with
the internal laws of the State of Wisconsin.
M. Originals and Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original.
N. 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.
O. 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.
P. 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.
Q. 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.
R. 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 X.D, above.
S. 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.
15
17456739.4
T. Third Parties. This Agreement is made for the exclusive benefit of the
parties hereto, and their permitted assignees (as set forth in Section X.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 X.D.
U. 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.
V. 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]
M
17456739.4
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
date stated in the first paragraph of this Agreement.
ANNEX 71, LLC, an Indiana limited liability
company
By: MECCA COMPANIES, INC., an Indiana
corporation, its Manager
By:
Kyle D. Bach, CEO
STATE OF INDIANA
SS
COUNTY OF I
Personally came before me this 21�5day of i VM__1 , 2017, the
above-named Kyle D. Bach, to me known to be the person 46 executed the foregoing
instrument.
( ota Public, State of
�tommission:
17
17456739.4
1 - WTMY*.. t
JULIE M. ELLIOTT
'Dun
Marion County
ty
County
Expires
My Commission res
My CommiWon
2023
24, 2023
u 24
August
gust .
17
17456739.4
CITY OF OSHKOSH, WISCONSIN
By:
Mark X. Rohloff, City Manager
By: do
Pamela R. Ubrig, City CIA
Approved as to form:
B..
A. L6ren, City Attorney
STATE OF WISCONSIN
I SS
COUNTY OF WINNEBAGO I
Personally came before me this ab day of NO \-k 2017, the above
named City Manager and City Clerk, to me known to be the persAs who executed the foregoing
instrument.
Notary Public, State of Wisconsin
My Commission: W (3 �2o act
18
17456739.4
REDEVELOPMENT AUTHORITY OF
THE CITY OF OSHKOSH, WISCONSIN
By:
;S , CU Mmlvk ' Chair
Bv: _ 4� Gwi J
f-, Alley Z)u a -' , Executive Director
STATE OF WISCONSIN }
} SS
COUNTY OF WINNEBAGO }
Personally came before me this Jbt�' day of 0k _, 2017, the above
named Chair and Executive Director, to me known to be the persons ho executed the foregoing
instrument.
Notary Public, State of Wisconsin
My Commission: ) 0 jai 111
19
17456739.4
EXHIBIT A
Legal Description of Original Property
PARCEL IA:
LOT TWENTY-SIX (26) OF BLOCK "F" IN WESTERN ADDITION, IN THE FIRST WARD,
CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN; ALSO THAT PORTION OF
THE NORTH 1/2 OF VACATED HANCOCK STREET LYING SOUTH OF SAID LOT 26.
PARCEL IB:
LOTS FIFTEEN (15), SIXTEEN (16), SEVENTEEN (17), AND EIGHTEEN (18), BLOCK
"E", AND LOT TWENTY-FIVE (25) AND PART OF LOTS NINE (9), TEN (10), ELEVEN
(11), AND TWELVE (12), BLOCK "F", WESTERN ADDITION, FIRST WARD, CITY OF
OSHKOSH, WINNEBAGO COUNTY, WISCONSIN. THE PORTION OF LOTS 9, 10, 11, 12,
OWNED BY FRANCIS S. LAMB, RECEIVER OF THE GREENLOW THOMAS ABSTRACT
COMPANY, TRUSTEE, OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, AND
COMPRISING THAT PORTION THEREOF SOUTHWESTERLY OF THE PRESENT MAIN
LINE TRACKS OF THE SOO LINE, AND THE CHICAGO, MILWAUKEE, ST. PAUL AND
PACIFIC RAILROAD; ALSO THAT PORTION OF THE NORTH 1/2 OF VACATED
HANCOCK AVENUE LYING SOUTH OF SAID LOT 25 AND THAT PORTION OF THE
SOUTH 1/2 OF VACATED HANCOCK STREET LYING NORTH OF SAID LOTS 15, 16, 17
AND 18;
EXCEPTING THE EASTERLY 2 FEET OF THE SOUTHERLY 67.49 FEET OF LOT
TWELVE (12) OF BLOCK "F" IN THE PLAT OF THE WESTERN ADDITION TO
OSHKOSH, IN THE FIRST WARD, CITY OF OSHKOSH, WINNEBAGO COUNTY,
WISCONSIN.
PARCEL IC:
THAT PART OF LOT NINETEEN (19) OF BLOCK "E" AND OF HANCOCK STREET
(ABANDONED) IN WESTERN ADDITION TO OSHKOSH, IN THE FIRST WARD, CITY
OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, DESCRIBED AS FOLLOWS, VIZ: -
COMMENCING ON THE NORTHERLY LINE OF MARION STREET AT THE
SOUTHWESTERLY (MOST WESTERLY) CORNER OF SAID LOT 19, THENCE
SOUTHEASTERLY ALONG THE NORTHERLY LINE OF MARION STREET, 19 FEET,
THENCE NORTHERLY TO A POINT IN THE CENTER OF HANCOCK STREET
(ABANDONED) WHERE THE EXTENDED NORTHWESTERLY LINE OF SAID LOT 19
INTERSECTS THE SAME, THENCE SOUTHWESTERLY ALONG THE EXTENDED
NORTHWESTERLY LINE, AND THE NORTHWESTERLY LINE, OF SAID LOT 19 TO
THE PLACE OF BEGINNING.
17456739.4
PARCEL ID:
THE EASTERLY 20 FEET, FRONT AND REAR, OF LOTS THIRTEEN (13) AND
FOURTEEN (14) BLOCK "E", WESTERN ADDITION, FIRST WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, TOGETHER WITH A STRIP OF LAND 20 FEET IN
WIDTH AND EXTENDING NORTHERLY FROM THE NORTH LINE OF SAID LOT 13 TO
THE CENTER LINE OF HANCOCK STREET, BEFORE THE VACATING THEREOF,
BEING AN EXTENSION OF THE PORTION FIRST DESCRIBED.
PARCEL IE:
LOTS NINE (9), ELEVEN (11), TWELVE (12), THIRTEEN (13) AND FOURTEEN (14) OF
BLOCK "E" AND THE SOUTHWESTERLY 1/2 OF THAT PORTION OF HANCOCK
STREET (NOW VACATED) LYING NORTHEASTERLY OF AND ADJACENT TO SAID
LOTS 9, 12, AND 13 AND BETWEEN THE EXTENDED NORTHWESTERLY LINE OF
SAID LOT 9 AND THE EXTENDED SOUTHEASTERLY LINE OF SAID LOT 13, ALL IN
PLAT OF WESTERN ADDITION TO OSHKOSH, IN THE FIRST WARD, CITY OF
OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, EXCEPTING THEREFROM THE
SOUTHEASTERLY 20 FEET OF THAT PORTION OF SAID HANCOCK STREET (NOW
VACATED) AND THE SOUTHEASTERLY 20 FEET OF SAID LOTS 13 AND 14.
PARCEL IF:
LOT TEN (10) OF BLOCK "E" IN THE PLAT OF THE WESTERN ADDITION TO
OSHKOSH, IN THE FIRST WARD, CITY OF OSHKOSH, WINNEBAGO COUNTY,
WISCONSIN.
PARCEL IG:
THE SOUTH 15 FEET OF THE NORTH 1/2 OF VACATED HANCOCK STREET, LYING
BETWEEN THE EXTENDED EAST AND WEST LINES OF LOT 22 OF BLOCK "F" IN
THE PLAT OF THE WESTERN ADDITION TO OSHKOSH, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN.
PARCEL IIA:
ALL OF LOT EIGHT (8), BLOCK "E" AND PART OF LOTS ONE (1), TWO (2), THREE (3),
FOUR (4), FIVE (5), SIX (6), AND SEVEN (7), BLOCK "E" AND PART OF LOTS
TWENTY-SEVEN (27), TWENTY-EIGHT (28), TWENTY-NINE (29), AND THIRTY (30),
BLOCK "F" AND PART OF VACATED HANCOCK AVENUE, ALL IN THE PLAT OF
WESTERN ADDITION TO OSHKOSH, IN THE FIRST WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN, LYING SOUTHEASTERLY OF THE
SOUTHEASTERLY LINE OF THE FORMER RIGHT-OF-WAY OF THE WISCONSIN
CENTRAL LIMITED RAILROAD COMPANY BOUNDED AND DESCRIBED AS
FOLLOWS:
2
17456739.4
BEGINNING AT THE INTERSECTION OF THE NORTHERLY EXTENSION OF THE
EASTERLY LINE OF SAID LOT 8, BLOCK "E" WITH THE CENTERLINE OF VACATED
HANCOCK AVENUE LYING ADJACENT TO SAID LOT 8, BLOCK "E"; THENCE SOUTH
38° 52' 26" WEST, 221.05 FEET ALONG SAID EXTENSION AND THE EASTERLY LINE
OF SAID LOTS 7 AND 8, BLOCK "E" TO THE NORTHEASTERLY LINE OF MARION
ROAD AS DESCRIBED IN VOLUME 364, PAGE 401; THENCE NORTH 62° 27'06" WEST,
185.04 FEET ALONG SAID NORTHEASTERLY LINE TO THE SOUTHEASTERLY
RIGHT-OF-WAY LINE OF SAID FORMER RAILROAD; THENCE ALONG THE ARC OF
A CURVE OF SAID SOUTHEASTERLY RIGHT-OF-WAY LINE HAVING A RADIUS OF
558.69 FEET AND A CHORD WHICH BEARS NORTH 700 03'10" EAST AND IS 477.27
FEET IN LENGTH TO A POINT ON THE NORTHERLY LINE OF SAID LOT 27, BLOCK
"F"; THENCE SOUTH 52° 04'3 0" EAST, 54.45 FEET ALONG SAID NORTHERLY LINE OF
THE EASTERLY LINE OF SAID LOT; THENCE SOUTH 38° 58'32" WEST, 149.89 FEET
ALONG SAID EASTERLY LINE AND ITS EXTENSION SOUTHWESTERLY TO THE
CENTERLINE OF VACATED HANCOCK AVENUE; THENCE NORTH 52° 03'42 " WEST,
119.85 FEET ALONG SAID CENTERLINE TO THE POINT OF BEGINNING.
PARCEL IIB:
A PART OF LOTS 7 THROUGH 12 AND LOTS TWENTY-SEVEN (27) AND TWENTY-
EIGHT (28) OF BLOCK "F" IN THE WESTERN ADDITION TO OSHKOSH AND
VACATED WARREN ROAD, IN THE FIRST WARD, CITY OF OSHKOSH, WINNEBAGO
COUNTY, WISCONSIN, DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTHWESTERLY LINE OF SAID
LOT 28 AND THE FORMER SOUTHERLY RIGHT-OF-WAY LINE OF THE SOO LINE
RAILROAD COMPANY; THENCE EASTERLY ALONG THE FORMER SOUTHERLY
RIGHT-OF-WAY LINE OF THE SOO LINE RAILROAD COMPANY TO THE
SOUTHEASTERLY LINE OF SAID LOT 12; THENCE NORTHEASTERLY ALONG THE
SOUTHEASTERLY LINE OF SAID LOT 12 AND THE EXTENDED SOUTHEASTERLY
LINE OF SAID LOT 12 TO THE CENTERLINE OF VACATED WARREN ROAD; THENCE
NORTHWESTERLY ALONG THE CENTERLINE OF VACATED WARREN ROAD TO
THE EXTENDED NORTHWESTERLY LINE OF SAID LOT 11; THENCE
SOUTHEASTERLY ALONG THE EXTENDED NORTHWESTERLY LINE OF SAID LOT
11 TO THE FORMER NORTHERLY RIGHT-OF-WAY LINE OF THE SOO LINE
RAILROAD COMPANY; THENCE WESTERLY ALONG THE FORMER NORTHERLY
RIGHT-OF-WAY LINE OF THE SOO LINE RAILROAD COMPANY TO THE
NORTHWESTERLY LINE OF SAID LOT 7; THENCE SOUTHWESTERLY ALONG THE
NORTHWESTERLY LINES OF SAID LOTS 7 AND 28 TO THE POINT OF BEGINNING;
EXCEPT LAND CONVEYED AND DESCRIBED BY INSTRUMENT RECORDED AS
DOCUMENT NO. 1294307, WINNEBAGO COUNTY REGISTRY.
PARCEL IIC:
A PART OF LOTS 1 THROUGH 5 OF BLOCK "E" AND LOTS FOUR (4), SIX (6),
TWENTY-NINE (29) AND THIRTY (30) OF BLOCK "F", BOTH IN THE WESTERN
3
17456739.4
ADDITION TO OSHKOSH AND ALSO PART OF VACATED HANCOCK STREET, IN THE
FIRST WARD, CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, DESCRIBED
AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE FORMER SOUTHEASTERLY RIGHT-
OF-WAY LINE OF THE SOO LINE RAILROAD COMPANY AND THE NORTH LINE OF
MARION ROAD; THENCE NORTHEASTERLY ALONG THE FORMER
SOUTHEASTERLY RIGHT-OF-WAY LINE OF THE SOO LINE RAILROAD COMPANY
TO THE SOUTHEASTERLY LINE OF SAID LOT 29; THENCE NORTHEASTERLY
ALONG THE SOUTHEASTERLY LINES OF SAID LOTS 29 AND 6 TO THE FORMER
NORTHERLY RIGHT-OF-WAY LINE OF THE SOO LINE RAILROAD COMPANY;
THENCE SOUTHWESTERLY ALONG THE FORMER NORTHWESTERLY RIGHT-OF-
WAY LINE OF THE SOO LINE RAILROAD COMPANY TO THE SOUTHEASTERLY
LINE OF DAWES STREET; THENCE SOUTHWESTERLY ALONG THE
SOUTHEASTERLY LINE OF DAWES STREET TO THE NORTHERLY LINE OF MARION
ROAD; THENCE SOUTHEASTERLY ALONG THE NORTHERLY LINE OF MARION
ROAD TO THE FORMER SOUTHEASTERLY RIGHT-OF-WAY LINE OF THE SOO LINE
RAILROAD COMPANY ALSO BEING THE POINT OF BEGINNING.
PARCEL IID:
PART OF LOT EIGHT (8), BLOCK F OF WESTERN ADDITION TO OSHKOSH, A
RECORDED SUBDIVISION, BEING IN PART OF THE SOUTHEAST 1/4 OF THE
NORTHEAST 1/4, SECTION TWENTY-THREE (23), TOWNSHIP EIGHTEEN (18) NORTH,
RANGE SIXTEEN (16) EAST, CITY OF OSHKOSH, WINNEBAGO COUNTY,
WISCONSIN, BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE EAST 1/4 CORNER OF SAID SECTION; THENCE S89°34'30"W,
812.92 FEET ALONG THE SOUTH LINE OF SAID NORTHEAST 1/4; THENCE
N00°25'30"W, 285.10 FEET TO A POINT ON THE SOUTH RIGHT-OF-WAY OF
PROPOSED ROAD "A", ALSO BEING THE POINT OF BEGINNING; THENCE ALONG
SAID RIGHT-OF-WAY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF
558.69 FEET WHOSE CHORD BEARS S83009'16"E, 63.24 FEET; THENCE S37°29'49"W,
30.96 FEET; THENCE N53°51'19"W, 54.42 FEET TO THE POINT OF BEGINNING.
APN: 901-0241 (PARCEL I) AND 901-0236 (PARCEL II)
TOGETHER WITH:
OUTLOT TWO (2) CERTIFIED SURVEY MAP NO. 5712, FILED IN THE OFFICE OF THE
REGISTER OF DEEDS FOR WINNEBAGO COUNTY, WISCONSIN, ON APRIL 26, 2005 IN
VOLUME 1 ON PAGE 5712, AS DOCUMENT NO. 1352487, SAID SURVEY MAP BEING
ALL OF LOTS 10, 11, 12, 13, 22, 23, 24, 25, 26, 27, 28, 29, AND PART OF LOTS 3, 4, 5, 6, 7,
8, 14, 15, 16, 18, 19, 20, 21, 30 OF BLOCK G OF WESTERN ADDITION TO OSHKOSH,
AND ALL OF LOT 5 AND PART OF LOTS 1, 2, 3, 4, 6, 7, 8, 9, 10, 29, AND 30 OF BLOCK F
OF WESTERN ADDITION TO OSHKOSH, AND PART OF VACATED DAWES STREET
0
17456739.4
AND WARREN STREET, AND ALL OF LOT 1 OF CERTIFIED SURVEY MAP NUMBER
1579, BEING A PART OF THE SOUTHEAST '/, OF THE NORTHEAST '/, OF SECTION
TWENTY THREE (23), TOWNSHIP EIGHTEEN (18) NORTH, RANGE SIXTEEN (16)
EAST, FIRST WARD, CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN.
17456739.4
WERMITAW
Legal Description of Water Tower Property
Lots 23 and 24 of Block "#" in the flat of the. WVSTERN ADDI`i ioN to Oshkosh,
together with the North l; of Hancock Street (now vacAted) lying south of and adjacent to
said Lots 23 and 24 and betwoen the extended East and west Imes of said Lots, in the First
Ward, City of Oshkosh, Winnebago County, 'Wisconsin.
Tax Identification No. 901-0249-0000
Exhibit A-3
Depiction of Swap Property and Property
17456739.4
EXHIBIT A-1
Initial Certified Survey Map//Depiction of Original Property and Water Tower Property
[see attached]
17456739.4
EXHIBIT A-1
CERTIFIED SURVEY MAP N0. _____-
ALL OF OUTLOT 2 OF CERTIFIED SURVEY MAP NO. 5712; AND
ALL OF LOTS 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 AND PART
OF LOTS 1, 2, 3, 4 AND 19, BLOCK E, ALL OF LOTS 11, 25, 26, 27, 28
AND PART OF LOTS 4, 6, 7, 8, 9, 10, 12, 29 AND 30, BLOCK F,
WESTERN ADDITION; AND PART OF VACATED WARREN STREET
AND HANCOCK STREET; BEING A PART OF THE SOUTHEAST 1/4
OF THE NORTHEAST 1/4 AND PART OF THE NORTHEAST 1/4 OF
THE SOUTHEAST 1/4 OF SECTION 23, TOWNSHIP 18 NORTH,
RANGE 16 EAST, IN THE FIRST WARD, CITY OF OSHKOSH,
WINNEBAGO COUNTY, WISCONSIN NORTHEAST CORNER
SECTION 23
DAWES STREETT18N, R16E NOTE:
ALL EXISTING BUILDINGS
ON LOT 1 ARE TO BE REMOVED �'4 SEE SHEET 3
5,324 SQ.FT. 0.122 ACRES 6I0' 1 °O; FOR DETAIL OF
DEDICATED TO THE PUBLIC
LOT -2 %- s2 EASEMENTS
LOT 1 AREA CuTIzW 2 C.S.M.��,Ijry
;
216,399 SQ.FT. cs.M, No. 5�iz_ No._7oas 99a ti6� ?s
4.968 ACRES LOT 1
LOT 1 `
(S54'04 05
�' LOT _ _ Lr°
\\ - S53°02'38"EL- !=' !, ` EAST 1/4 CORNER
6 ° _C.S.M: NO.7046 2 5 '%'N c'w C._S_M_ ` SECTION 23
Q 1.T18N, R16E
VACATED NAa E\ z_1- P. .B.:- rn NO.6553
_.... 00
DETi\IL GZ G5 o co
,
LOT 2 z s
S r SHEET L1 m to °
12I j
I NO._5742 \ I C XREIE � LOT s9s��
i CO 'CRETE j� C.S. �.
°; sl --- 1 Brtuyrbus t0 N N !
117.97'
EXISTING 11V52 44'49"W p0- ,�' SOUTHEAST CORNER
I 9� G6 BUILgg4ING h. Mz t �', lt1 SECTION 23
2_ M �Jk• T18N, R16E
I LO_ _ II 0 OUiHERLY UNE OF kORME _ V N .d ��rp qA os-' �� i LOT 2
S .00K AILR 0 RIG HT-OF-y1AY F "� " oi-ozxs-croaa
PREVtU513' TEEYm AND _ 00 i
DOCUlAENTD II _...L3-
C.S_M_ eq�oa VACATED LOT 'I U c0N.1 91 61' J J
S52°44'01"E \' BUILDING
N0.56 eta 1` AREA M PED
BLOC L
9G. 7150
0 i UT OF TH 100 r
LAIN 20
EXISTIN
[_ EXI TING_ ` ry-E-" ADD IQ.i, PCICE`s "�EA NAP�ED"IN
W XISi1n BUI DING .. 10' THEOOI YEAR
I�6 0' UILDIN 5 _ 32 ODPWN�
'�- FLO
~� 6 / OINC E °A4'31„ PED 100 YEAR
W LW(Ji 000 E%15055: E4 �- (��D ,�� FLOODPLAIN UNE
Imo, " RQP.y PER FEMA MAP NO.
1,3°oa2W 1 E5139CO220E,01-: FFE7TIVEMARC
H
� Z 6
,"_' MPRTO PGCE55
�LGOtu RD
��-�RIGNi� VPRIES r�
V71DTN /' BEARINGS ARE REFERENCED TO
LINE TABLE: THE WINNEBAGO COUNTY COORDINATE
Ll N 52°44'49" W 2.00' SYSTEM IN WHICH THE EAST LINE OF
IS 53°46143" E) THE NORTHEAST 1/4 OF SECTION 23
L2 N 38°28157" E 15.10' BEARS N 00'1532" W
L3 S 52°46'19" E 60.03'
IN 53°48113" W) EM 1" = 150'
L4 S 38°25136" W 15.13'
IN 37°23'42" E) 0 150 300
CENTER OF L5 S 30°22'54" W 132.15' SCALE IN FEET
T SECTION 23 IN 29°21'00" E)
T18N, R16E
CURVE TABLE:
CURVE RADIUS DELTA LENGTH CHORD BEARING CHORD
1 618.11 031°50'50" 343.57' N 67°49'02" E 339.16'
2 618.69' 042°42141" 461.21' S 76°37128" E 450.60'
3 618.69' 001°51'59" 20.15' N 82°57'10" E 20.15'
4 618.69' 007°00117" 75.64' N 87°23118" E 75.59'
5 618.69' 033°50'25"365.421 S 72°11120" E 360.13'
6 45.00' 245°44132" 193.01' N 87°23'18" E 75.59'
LEGEND
■ 1' O.D. IRON PIPE SET, 18" LONG, ® CHISELED "X" FOUND
WEIGHING 1.130 LBS. PER LIN. FOOT GOVERNMENT CORNER
p MAG NAIL FOUND ( RECORDED AS
O 3/4" O.D. RE8AR FOUND P.C.S. POINT OF BEGINNING
❑ 1" O.D. IRON PIPE FOUND
Martenson & Eisele, Inc.
1377 Midway Road Planning SURVEY FOR:
Menasha, WI 54952 Environmental ANNEX 71, LLC
��fi PROJECT N0. 1-0892-001
vnvW.martensOn-ei5ele.COm Surveying ATTN: JULIE EWOTi
info martenson-eisele.com Engineering 409 MASSACHUSETTS AVE. FILE 1-0892-001 csm.dwg SHEET 1 OF 5
920.731 0381 1.800.236.0381 Architecture SUITE 300
INDIANAPOLIS, IN 46204 THIS INSTRUMENT WAS DRAFTED BY: A.Sedlar
CERTIFIED SURVEY MAP N0. ------
DETAIL OF LOT -1
DAWES STREET C.s M:
CUL-DE-SAC 20._7046
.2c Gy/ /
se /
F� PORTION OF DAWES STREET /
y� TO BE VACATED BY /
¢ SEPARATE INSTRUMENT G
LOT -2
C.S.M.-
NO.
.S_M_NO. 5712 /
PORTION OF
DAWES STREET �GnJ
TO BE VACATED BY
SEPARATE INSTRUMENT
c�
OUTLOT 2
/ ------------- NO. 5712
0
26
STREET "s
59'44 5 0o DAWES STREET '
5,324 SQ.FT. ;
0.122 ACRES ;!
DEDICATED TO THE PUBLIC
i
SIDEWALK ------
LOT 1
SCALE 1" = 20'
LEGEND
■ 1" O.D. IRON PIPE SET, 18" LONG,
WEIGHING 1.130 LBS. PER LIN. FOOT
❑ 1" O.D. IRON PIPE FOUND
POWER POLE
0 LIGHT POLE
CURVE TABLE:
CURVE RADIUSDELTA LENGTH CHORD BEARING CHORD
1 618.11' 031°50'50" 343.57' N 67°49'02" E 339.16'
2 618.69' 042°42141" 461.21' S 76°37128" E 450.60'
3 618.69' 001°51'59" 20.15' N 82°57'10" E 20.15'
4 618.69' 007°00117" 75.64' N 87°23'18" E 75.59'
5 618.69' 033°50125" 365.42' S 72°11'20" E 360.13'
6 45.00' 245°44'32" 193.01' N 87°23'18" E 75.59'
PROJECT NO. 1-0892-001
SHEET 2 OF 5
L1 N 52°44'49" W 2.00'
(S 53°46'43" E)
L2 N 38°28'57" E 15.10'
L3 S 52°46'19" E 60.03'
(N 53°48'13" W)
L4 S 38°25'36" W 15.13'
(N 37°23'42" E)
L5 S 30°22'54" W 132.15'
(N 29°21'00" E)
CURVE TABLE:
CURVE RADIUSDELTA LENGTH CHORD BEARING CHORD
1 618.11' 031°50'50"343.57 N 67°49'02" E 339.16'
2 618.69' 042°42'41" 461.21' S 76°37'28" E 450.60'
3 618.69' 001°51'59" 20.15' N 82°57'10" E 20.15'
4 618.69' 007°00117" 75.64' N 87°23'18" E 75.59'
5 618.69' 033°50'25" 365.42' S 72°11'20" E 360.13'
6 45.00' 245°44'32" 193.01' N 87°23'18" E 75.59'
PROJECT NO. 1-0892-001
SHEET 3 OF 5
CERTIFIED SURVEY MAP N0. ------
DETAIL OF
};
EXISTING AND FUTURE
¢'
EASEMENTS
WIC
-- -- ->; o' _-- -
/
/ / 853°02'38"E
23.57'
\
9_
12' I
N
Zo
t� N
TN
/
�
d)
N
/
10
co (V
0)
117.97'
co
N52°44'49"W
m
/ C)
h
p
Fy
30' PEDESTRIA
AND
/
(N
BICYCLE EASEMENT
BY
Q
;o
.— SEPARATE INSTR
MENT
m
L3
^
LOT 1
119.61'04
°�
S52°44'011.E I
EASEMENT TO CITY OF OSHKOSH I II
PER VOL.458 PG.39 I 2Q•IJ
I1
/
20' ACCESS EASEMENT 24'
PER DOC. NO. 644102 I "
)"
SANITARYSEWER EASEMENT I
DOC . NO. 1244815
CENTERLINE OF UTILITY EASEMENT
I(
PER VOL.917 PG.551
j )
(NO EASEMENT WIDTH SPECIFIED)_,
LL1;
)(W
II
_ SEM
W 3 REVOR4j4 PGELu:2 3
r
5' SIDEWALK EASEMENT
BY SEPARATE INSTRUMENT
�—"'�— �16��4431
— — PE
_
Ra Pp
cn�
� _ --
3663'
/ SCALE 1” = 100'
QicoZ--I__
—N63ap827„W
MAR1�� '
SIDEWALK EASEMENT
PER DOCUMENT
NO. 1244814 LINE TABLE:
L1 N 52°44'49" W 2.00'
(S 53°46'43" E)
L2 N 38°28'57" E 15.10'
L3 S 52°46'19" E 60.03'
(N 53°48'13" W)
L4 S 38°25'36" W 15.13'
(N 37°23'42" E)
L5 S 30°22'54" W 132.15'
(N 29°21'00" E)
CURVE TABLE:
CURVE RADIUSDELTA LENGTH CHORD BEARING CHORD
1 618.11' 031°50'50"343.57 N 67°49'02" E 339.16'
2 618.69' 042°42'41" 461.21' S 76°37'28" E 450.60'
3 618.69' 001°51'59" 20.15' N 82°57'10" E 20.15'
4 618.69' 007°00117" 75.64' N 87°23'18" E 75.59'
5 618.69' 033°50'25" 365.42' S 72°11'20" E 360.13'
6 45.00' 245°44'32" 193.01' N 87°23'18" E 75.59'
PROJECT NO. 1-0892-001
SHEET 3 OF 5
CERTIFIED SURVEY MAP N0. ------
SURVEYOR'S CERTIFICATE:
I, GARY A. ZAHRINGER, PROFESSIONAL LAND SURVEYOR, DO HEREBY CERTIFY:
THAT I HAVE SURVEYED, MAPPED AND DIVIDED AT THE DIRECTION OF ANNEX 71, LLC, OWNER OF SAID LAND,
ALL OF OUTLOT 2 OF CERTIFIED SURVEY MAP NO. 5712; AND ALL OF LOTS 5, 6, 7, 8, 9, 10, 11, 12,
13, 14, 15, 16, 17, 18 AND PART OF LOTS 1, 2, 3, 4 AND 19, BLOCK E, ALL OF LOTS 11, 25, 26, 27,
28 AND PART OF LOTS 4, 6, 7, 8, 9, 10, 12, 29 AND 30, BLOCK F, WESTERN ADDITION; AND PART OF
VACATED WARREN STREET AND HANCOCK STREET; BEING A PART OF THE SOUTHEAST 1/4 OF THE NORTHEAST
1/4 AND PART OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 23, TOWNSHIP 18 NORTH, RANGE
16 EAST, IN THE FIRST WARD, CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN, MORE FULLY DESCRIBED
AS FOLLOWS:
COMMENCING AT THE EAST 1/4 CORNER OF SAID SECTION 23; THENCE NORTH 00 DEGREES 15 MINUTES 32
SECONDS WEST, ALONG THE EAST LINE OF THE NORTHEAST 1/4 OF SAID SECTION, A DISTANCE OF 233.30
FEET; THENCE SOUTH 89 DEGREES 44 MINUTES 28 SECONDS WEST, 482.63 FEET TO THE POINT OF
BEGINNING; THENCE SOUTH 38 DEGREES 19 MINUTES 21 SECONDS WEST, ALONG THE NORTHWESTERLY LINE OF
LOT 1 OF CERTIFIED SURVEY MAP NO. 7150, A DISTANCE OF 80.11 FEET; THENCE NORTH 52 DEGREES 44
MINUTES 49 SECONDS WEST, CONTINUING ALONG THE NORTHWESTERLY LINE OF LOT 1 OF CERTIFIED SURVEY
MAP NO. 7150, A DISTANCE OF 2.00 FEET; THENCE SOUTH 38 DEGREES 19 MINUTES 21 SECONDS WEST,
CONTINUING ALONG THE NORTHWESTERLY LINE OF LOT 1 OF CERTIFIED SURVEY MAP NO. 7150, A DISTANCE
OF 67.49 FEET; THENCE NORTH 52 DEGREES 44 MINUTES 49 SECONDS WEST, ALONG THE NORTHEASTERLY
LINE OF LOTS 23 AND 24, BLOCK "F", WESTERN ADDITION, A DISTANCE OF 117.97 FEET; THENCE SOUTH
38 DEGREES 20 MINUTES 37 SECONDS WEST, ALONG THE NORTHWESTERLY LINE OF SAID LOT 24, A DISTANCE
OF 149.92 FEET; THENCE SOUTH 52 DEGREES 44 MINUTES O1 SECONDS EAST, ALONG THE NORTHERLY LINE
OF THE SOUTHERLY 1/2 OF VACATED HANCOCK STREET, A DISTANCE OF 119.61 FEET; THENCE NORTH 38
DEGREES 28 MINUTES 57 SECONDS EAST, ALONG THE NORTHERLY EXTENSION OF THE SOUTHWESTERLY LINE OF
LOT 18, BLOCK "E", WESTERN ADDITION, A DISTANCE OF 15.10 FEET; THENCE SOUTH 52 DEGREES 46
MINUTES 19 SECONDS EAST, ALONG THE SOUTHWESTERLY LINE OF SAID LOT 1 OF CERTIFIED SURVEY MAP
NO. 7150, A DISTANCE OF 60.03 FEET; THENCE SOUTH 38 DEGREES 25 MINUTES 36 SECONDS WEST, ALONG
THE NORTHWESTERLY LINE OF LOT 2 OF SAID CERTIFIED SURVEY MAP NO. 7150, A DISTANCE OF 15.13
FEET; THENCE SOUTH 30 DEGREES 22 MINUTES 54 SECONDS WEST, ALONG THE NORTHWESTERLY LINE OF LOT
2 OF SAID CERTIFIED SURVEY MAP NO. 7150 AND ITS SOUTHERLY EXTENSION TO THE NORTHERLY
RIGHT-OF-WAY LINE OF MARION ROAD, A DISTANCE OF 132.15 FEET; THENCE NORTH 64 DEGREES 44
MINUTES 31 SECONDS WEST, ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF MARION ROAD, A DISTANCE OF
326.10 FEET; THENCE NORTH 63 DEGREES 08 MINUTES 27 SECONDS WEST, CONTINUING ALONG THE
NORTHERLY RIGHT-OF-WAY LINE OF MARION ROAD, A DISTANCE OF 366.13 FEET; THENCE NORTH 38 DEGREES
00 MINUTES 11 SECONDS EAST, ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF DAWES STREET, A
DISTANCE OF 87.98 FEET; THENCE 343.57 FEET ALONG AN ARC OF A CURVE TO THE RIGHT, ALONG THE
NORTHERLY RIGHT-OF-WAY OF FORMER RAILROAD, ALSO BEING THE SOUTHERLY LINE OF CERTIFIED SURVEY
MAP NO. 5396 AND LOT 2 OF CERTIFIED SURVEY MAP NO. 5712, SAID CURVE HAVING A RADIUS OF 618.11
FEET AND A CHORD THAT BEARS NORTH 67 DEGREES 49 MINUTES 02 SECONDS EAST, 339.16 FEET; THENCE
461.21 FEET ALONG AN ARC OF A CURVE TO THE RIGHT, ALONG THE NORTHERLY LINE OF OUTLOT 2 OF
CERTIFIED SURVEY MAP NO. 5712 AND THE SOUTHERLY LINE OF CERTIFIED SURVEY MAP NO. 7046, SAID
CURVE HAVING A RADIUS OF 618.69 FEET AND A CHORD THAT BEARS SOUTH 76 DEGREES 37 MINUTES 28
SECONDS EAST, 450.60 FEET; THENCE SOUTH 53 DEGREES 02 MINUTES 38 SECONDS EAST, ALONG THE
SOUTHERLY RIGHT-OF-WAY LINE RIVERWAY DRIVE, A DISTANCE OF 23.57 FEET; TO THE POINT OF
BEGINNING. CONTAINING 221,723 SQUARE FEET [5.090 ACRES]. SUBJECT TO ALL EASEMENTS AND
RESTRICTIONS OF RECORD.
THAT I HAVE FULLY COMPLIED WITH CHAPTER 236.34 OF THE WISCONSIN STATUTES AND WITH THE CITY
OF OSHKOSH SUBDIVISION ORDINANCE IN SURVEYING, DIVIDING AND MAPPING THE SAME.
THAT THIS MAP IS A CORRECT REPRESENTATION OF ALL THE EXTERIOR BOUNDARIES OF THE LAND
SURVEYED AND THE DIVISION THEREOF.
GIVEN UNDER MY HAND THIS 21ST DAY OF JUNE, 2017.
GARY A. ZAHRINGER, PROFESSIONAL WI LAND SURVEYOR S-2098
CITY OF OSHKOSH PLANNING COMMITTEE CERTIFICATE:
THIS CERTIFIED SURVEY MAP OF BEING PART OF CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN,
IS HEREBY APPROVED.
DATED THIS DAY OF , 2017.
PLANNING COMMISSION SECRETARY
PROJECT NO. 1-0892-001
SHEET 4 OF 5
CERTIFIED SURVEY MAP N0.
CORPORATE OWNER'S CERTIFICATE:
ANNEX 71, LLC, AN INDIANA LIMITED LIABILITY COMPANY, DULY ORGANIZED AND EXISTING UNDER AND BY
VIRTUE OF THE LAWS OF THE STATE OF INDIANA, HEREBY CERTIFY THAT WE CAUSED THE LAND ABOVE
DESCRIBED TO BE SURVEYED, DIVIDED, DEDICATED AND MAPPED ALL AS SHOWN AND REPRESENTED ON THIS
MAP.
DATED THIS DAY OF , 2017.
SIGNATURE SIGNATURE
PRINT NAME & TITLE PRINT NAME & TITLE
STATE OF
)SS
COUNTY)
PERSONALLY CAME BEFORE ME ON THE DAY
OF , 2017, THE ABOVE
OWNER(S) TO ME KNOWN TO BE THE PERSON(S) WHO
EXECUTED THE FOREGOING INSTRUMENT AND
ACKNOWLEDGE THE SAME.
'NOTARY PUBLIC, STATE OF
MY COMMISSION (IS PERMANENT)
((EXPIRES:
PROJECT NO. 1-0892-001
SHEET 5 OF 5
EXHIBIT B
Description of Project Plan
The District, comprising approximately 5.5 acres located on Marion Road opposite The Rivers
Senior Living apartments, is being created to assist with the removal of existing blighted and
functionally obsolete structures, environmental remediation, and other site preparation costs to
allow for construction of "Annex 71," a 140 -unit multi -family residential complex oriented
toward student housing. The property's current state and land use is incompatible with the City's
land use plans for the area which call for more mixed use and residential development.
17456739.4
EXHIBIT Q
Estimate of Property Project Costs
smppafts Pi01.0 use Pmmdbtlg Bath for Devokpir"ant hKonwe t
5olk ca�u
115,770
EnvIrWiMentAI ROjK4tAAIJ(jn
727400
5ltaeaNatk
1,120,730
Cantete
242,000
2
40,000
Statttatal
2,375,540'
Ovatheod lind P10fit @ 5.5%
130, 13
TdtAI
Nwetst, C04L-aad
WintaWd Projett 11tt
Project ID
NDjOdNjrI*9vpO -
pto*t"Yeaf MtTiatod Cott
I
DeweImp"Ielwit IrttentIV6 PrIndol
ITotat I tom Abf;4a) ;45".IS3
2
Devb4opirnt Imort4lyt Irdated
3
Rive-twalotall Cohmet-ibfie
4
Nwetst, C04L-aad
030,000
RfvLm4v 1W. cukie,%ac'
90,000
AdrtththtyatNe. Expert6L
36,000
TotalProjettl
4,445,917
"ter,
tEnvitatutientAl a0d%ft,& retatedtaOs a:;*oiid*d &VAftn" Student UvIng viat t-jnail tilted 5-22-1017,
'Cbs,t estImMin par (Jity 3t.A crmall dated 5-21-2011 znd &1.3-2011.
17456739.4
EXHIBIT D
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 Available Tax Increment
for the prior year and certified by the Wisconsin Department of Revenue:
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
November 1, 2037
Available Tax Increment for 2036
17456739.4
November 1, 2038
Available Tax Increment for 2037
November 1, 2039
Available Tax Increment for 2038
November 1, 2040
Available Tax Increment for 2039
November 1, 2041
Available Tax Increment for 2040
November 1, 2042
Available Tax Increment for 2041
November 1, 2043
Available Tax Increment for 2042
November 1, 2044
Available Tax Increment for 2043
November 1, 2045
Available Tax Increment for 2044
The amount payable to the Developer will be the Available Tax Increment, which is seventy five
percent (75%) of the annual gross tax increment as certified by the Wisconsin Department of
Revenue, which amounts shall be payable as provided above until the earlier of (i) payment in
full of the City Contribution of $2,506,153.00, plus interest thereon at the rate of five percent
(5%) per annum, or (ii) November 1, 2045.
17456739.4
EXHIBIT E
Projected District Revenue and Expenses
See attached
17456739.4
Cash Flow Exhibit E
Project Plan TID No. 33 Creation City of Oshkosh
Prepared by Ehlers Page 24 June 27, 2017
r • •
r
Pay As You Go (PAYGO) Developer Obligation
7ft.-
Year
Interest
Developer
PAYGO
Tax
Earnings/
Total
Beginning Deferred Interest'
Incentive
Ending
Principal
Increments
Cost),
Revenues
Principals Interest
5.00%
Payments'
Principal
Project Costs
Admin.
nual
Cumulative
Outstanding
Year
2017
0
15,00015,OVJtip
Q1.5,000(
2017
2018
(450p
(45%
2,506,153 125,308
0
2,631,461
1,500
1,500
(1,9,A)
(16,950(
2,631,461
2018
2019
0
(5091,
(509j
2,631,461 131,573
0
2,763,034
1,500
1,500
Q2,009]i
(18,959)
2,763,034
2019
2020
351,061
(589(
350,512
2,763,034
138,152
263,311
2,637,875
1,500
264,811
85,701
66,743
2,637,875
2020
2021
358,102
2,002
360,105
2,637,875
131,894
268,577
2,501,192
1,500
270,077
90,028
156,771
2,501,192
2021
2022365,264
4,703
369,968
2,501,192
125,060
273,948
2,352,303
1,500
275,448
94,519
251,290
2,352,303
2022
2023
372,570
7,539
380,108
2,352,303
117,615
279,427
2,190,491
350,000
1,500
630,927
j250,819)
471
2,190,491
2023
2024
380,021
14
380,035
2,190,491
109,525
285,016
2,015,000
1,500
286,516
93,519
93,991
2,015,000
2024
2025
387,621
2,820
390,441
2,015,000
100,750
290,716
1,825,034
180,000
1,500
472,216
(81,775(
12,216
1,825,034
2025
2026
395,374
366
395,740
1,825,034
91,252
296,530
1,619,755
11500
298,030
97,710
109,926
1,619,755
2026
2027
403,281
3,298
406,579
1,619,755
80,988
302,461
1,398,282
1,500
303,961
102,618
212,544
1,398,282
2027
2028
411,347
6,376
417,723
1,398,282
69,914
308,510
1,159,685
1,500
310,010
107,713
320,257
1,159,685
2028
2029
419,574
9,608
429,182
1,159,685
57,984
314,680
902,989
1,500
316,180
113,001
433,258
902,989
2029
2030
427,965
12,998
440,963
902,989
45,149
320,974
627,164
1,500
322,474
118,489
551,747
627,164
2030
124,184
675,931
331,129
2031
2031
436,525 16,552
453,077 627,164 31,358
327,394
331,129
1,500 328,894
2032
445,255
20,278
465,53333
1,129
16,556
333,941
13,744
333,941
131,592
807,522
13,744
2032
2033
454,160
24,226
478,386
13,744
687
14,431
0
14,431
463,955
1,271,477
0
2033
2034
463,244
38,144
501'3880
501,388
1,772,865
2034
2035
472,508
53,186
525,694
0
525,694
2,298,560
2035
2036
481,959
68,957
550,915
0
550,915
2,849,475
2036
2037
491,598
85,484
577,082
0
577,082
3,426,557
2037
2038
501,430
102,797
604,226
0
604,226
41030,784
2038
2039
511,458
120,924
632,382
0
632,382
4,663,166
2039
2040
521,688
139,895
661,582
0
661,582
5,324,748
2040
2041
532,121
159,742
691,864
0
691,864
6,016,612
2041
2042
542,764
180,498
723,262
0
723,262
6,739,874
2042
2043
553,619
202,196
755,815
0
755,815
7,495,689
2043
2044
564,691
224,871
789,562
0
789,562
8,285,251
2044
2045
575,985
248,558
8241543
0
824,543
9,109,794
2045
Total
11,821,206
1,734,504
13,555,711
3,879,917
530000
36,000
4,445,917
To.
Notes:
'Negative interest
earnings reflect assumed interest expense
at 3% to be charged to the District on advances
or proceeds of long term debt used to fund project
costs.
'Incentive
amounts, payment
percentages, term and Interest rate shown for purposes of establishing economic feasibility only. The City
has not agreed to
terms or conditions with the
proposed developer as to any
public participation in the project.
°Beginning
principal amount shown taken from developer's TIF application dated May 2, 2017.
"Developers
cost of capital assumed
by Ehlers.
'Incentive
payment amounts
equal to 75%
of tax Increments generated. Ehlers assumption).
Project Plan TID No. 33 Creation City of Oshkosh
Prepared by Ehlers Page 24 June 27, 2017