HomeMy WebLinkAbout10.01.18 Full Agenda REDEVELOPMENT AUTHORITY
of the City of Oshkosh H.ALLEN DAVIS
c/o Community Development Department Executive Director
215 Church Ave., PO Box 1130
Us
t 11 Oshkosh,WI 54902-1130 STEVE CUMMINGS
(920)236-5055 Chairman
(920)236-5053 FAX
http://www.ci.oshkosh.wi.us
REDEVELOPMENT AUTHORITY
OF THE CITY OF OSHKOSH
Oshkosh City Hall, Room 203
12:00 p.m.
October 1, 2018
1) ROLL CALL
2) NEW BUSINESS
18-14 Approve Third Amendment to Tax Incremental District No. 31
Development Agreement with Fox Valley Pro Basketball, Inc.
3) ADJOURNMENT
REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH,WISCONSIN
OCTOBER 1, 2018 18-14 RESOLUTION
(CARRIED LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE THIRD AMENDMENT TO TAX INCREMENTAL
DISTRICT NO. 31 DEVELOPMENT AGREEMENT WITH FOX
VALLEY PRO BASKETBALL, INC.
WHEREAS, the City of Oshkosh, the Redevelopment Authority of the City of
Oshkosh and Fox Valley Pro Basketball, Inc. previously entered into a Development
Agreement and Ground Lease and certain Amendments thereto, all pertaining to Tax
Incremental District No. 31 for the purposes of redevelopment of certain property located
at 1118 and 1212 South Main Street in the City of Oshkosh; and
WHEREAS, Fox Valley Pro Basketball, Inc. has requested an amendment to the
Development Agreement to allow the Developer to complete financing of the project
through marketing and sale of the TIF increment revenue to a lender together with a final
note and mortgage on the property; and
WHEREAS, it is necessary to amend the Development Agreement to allow for the
separation of the TIF increment revenue from the remainder of the Development
Agreement rights and obligations and to extend the minimum increment guarantee for
the life of the Tax Increment District to obtain more favorable financing for the Developer;
and
WHEREAS, the amendment will also allow the City to recoup additional costs
related to this amendment more immediately.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Authority of the
City of Oshkosh that the proper City officials are hereby authorized to execute and
deliver an appropriate Third Amendment to the Tax Incremental District No. 31
Development Agreement with Fox Valley Pro Basketball, Inc. in substantially the same
form as attached, any changes in the execution copy being deemed approved by their
respective signatures, and said City officials are authorized and directed to take those
steps necessary to implement the terms and conditions of the Agreement as amended.
OCTOBER 1, 2018 18-14 RESOLUTION
CONT'D
BE IT FURTHER RESOLVED that the appropriate City officials are hereby
authorized and directed to issue the Municipal Revenue Obligation(MRO)in accordance
with this Third Amendment to the Development Agreement and to consent to and issue
a new MRO to a TIF increment lender as identified by the Developer provided that the
lender is identified and such loan is made prior to December 31, 2018.
Oshkosh
TO: Mayor and Members of the Common Council
FROM: Lynn A. Lorenson, City Attorney
Allen Davis, Director of Community Development
DATE: September 26, 2018
RE: Approve Third Amendment to Tax Incremental District No. 31 Development
Agreement with Fox Valley Pro Basketball, Inc.
BACKGROUND
On February 28, 2017, the City of Oshkosh approved Tax Incremental Financing District (TIF)
#31 for the former Buckstaff site and directed staff to enter into an appropriate Development
Agreement with Fox Valley Pro Basketball, Inc. for construction of a multi-purpose arena and
public improvements. At the time the Development Agreement was entered, the Developer did
not anticipate needing financing for the project. However higher than anticipated project costs,
increased costs for site preparation due to environmental contamination on the property and
poor quality soils, and changes to the original development plan increased the overall cost of
the project. The Developer has requested multiple amendments to the Development Agreement
to increase the reimbursement available from TIF increment, permit financing to be favorably
obtained and address concerns raised by a potential lender related to language in the original
Development Agreement. The Council approved Amendments to the Development Agreement
to address these issues in October and December, 2017. The financing anticipated at the time
these amendments were approved by Council, was not completed.
The Developer is currently working with other lenders to complete final financing of the project
and is requesting a third amendment to the Development Agreement to permit partial
assignment of the Development Agreement, the TIF increment stream, to a lender, consenting
to that assignment, and extending the minimum increment guaranty contained in the agreement
from the current 7 years to the life of the TIF. To assure that Financing is completed as currently
anticipated, the proposed amendment includes a provision limiting City's consent to
assignment if the assignment to this lender is not completed by December 31, 2018. The
provisions allowing the TIF increment to be split off for financing purposes will remain,
however the Developer would have to come back to the City for consent to assign the TIF income
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
stream to another lender. Because the requests for amendment related to this TIF will exceed
the annual cap of$10,000 for administrative costs previously negotiated between the parties for
this TIF, Council also directed staff in closed session to seek amendment of the agreement to
allow the City to recoup the additional costs associated with this amendment from the TIF
increment. The Developer requested that those costs be capped at a certain level. The proposed
amendment would increase the administrative costs recoverable from this TIF by an additional
$15,000.00 for costs associated with this amendment; essentially increasing the cap to$25,000.00
for the current year.
In addition to the requests related to completing financing for the project, the parties have had
discussion related to WDNR's request for additional environmental testing related to this site
and the potential need to amend the Development Agreement related to changes in the
Voluntary Party Liability Exemption (VPLE) program. City staff is continuing to work with
WDNR staff at this point to evaluate the request for additional testing and to determine the
options available to the City and Developer in relation to this site. The Developer has indicated
a willingness to consider options and to address any issues through amendment of the
Development, if necessary, however because his financing is ready to proceed and contingent
on his requested changes, the Developer has requested that the current request for amendment
be allowed to proceed without any changes related to the VPLE at this time. Recognizing city
staff is still working through issues with WDNR and that WDNR is not able to give the City a
definite timeline for resolution and recognizing Developer's need to be allowed time to better
understand the issues and evaluate the potential options, staff removed language from the draft
related to this issue to allow the parties time to better evaluate and work through the options
related to WDNR's request. The resolution of the VPLE with WDNR will likely require a
subsequent Development Agreement amendment in the future.
ANALYSIS
The Developer is representing that he is completing the final financing for the Arena project.
That financing will consist of owner equity financing and two loans: a TIF income stream based
loan and a traditional mortgage loan.
The first loan is the subject of the proposed Third Amendment to the Development Agreement.
This loan is essentially a method of monetizing the anticipated TIF income stream from the
Development. The minimum increment guaranty is a benefit to the lender guaranteeing the
higher increment and thus higher loan repayment stream for the entire life of the TIF. The
Development Agreement provides that the Developer will pay taxes together with a minimum
increment guaranty, if required, on a value of eighteen million dollars ($18,000,000.00). The
Department of Revenue has established the value of the property for calculation of TIF
increment at $18,846,100 for the current year. The TIF increment generated, minus amounts
necessary to repay a prior existing SBA loan on the property and administrative expenses, is
returned to the Developer to reimburse the Developer for public infrastructure costs paid by the
Developer and extraordinary costs associated with Development on this prior industrial site.
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
Reimbursement is capped at $5,549,450.00; $2,530,800.00 for public improvements financed by
the Developer and $3,018,650.00 for extraordinary development costs related to environmental
remediation and poor soil conditions on the site. Payment of the TIF increment under the
Development Agreement is on a paid in-pay out basis. That is, the City is only required under
the Agreement to pay out increment paid by the Developer and only if the increment and
guaranty amount if required is paid to the City in full. Should the Developer not pay taxes when
due or not pay the increment guaranty, the Developer would be in default of the Development
Agreement and the City would not be required to pay the lender under the terms of the
Development Agreement.
The proposed Amendment also finalizes the Municipal Revenue Obligation (MRO) to insert the
final amounts and dates for issuance of the MRO based upon Developer's submission of its final
costs related to the Arena Project. We have inserted a January 1, 2018 date for interest to begin
to accrue. While the Developer paid the deposit for public improvements in August 2017, the
paperwork verifying costs for the private improvements portion was completed September 20,
2018. Work for the private improvements was completed and payments made for the
reimbursable costs were made by December 31, 2017. In order to avoid confusion related to
dual interest calculations, the Developer is agreeable to establishing January 1, 2018 as the date
interest would begin to accrue for the total MRO amount.
As noted above, the proposed Amendment includes language consenting to the assignment of
the TIF income stream to a lender, so long as Developer identifies the assignee and surrenders
the original MRO prior to December 31, 2018. Should Developer's current effort to market the
MRO not be completed by December 31St, the proposed amendment would still allow the TIF
increment to be split off for financing purposes, however the Developer would have to come
back to the City for consent to assign the TIF income stream to another lender.
Also as noted above, the proposed amendment contains a provision allowing the City to recoup
costs associated with review and preparation of this Third Amendment in excess of the
$10,000.00 annual cap previously negotiated in regard to this TIF up to $25,000.
Finally, the Developer had requested on behalf of the TIF lender certain representations and
warranties related to the Development Agreement. Paragraphs 8 and 9 of the proposed Third
Amendment address those representations.
FISCAL IMPACT
While the proposal to split off TIF income and consent to its assignment to a lender is essentially
neutral, the amendment would allow the City to recoup costs related to review and drafting
related to this proposed Third Amendment to the Development Agreement. Currently,
approximately $22,000.00 in costs have been expended related to this District for this year, with
additional costs expected in relation to the closure of the VPLE. The proposed amendment will
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
allow the City to recoup a portion of the additional costs as those costs relate to this proposed
amendment.
Respectfully Submitted, Approved:
4A-0 . 1 e-�- xelu�
yvnn . Lorenson Mark A. Rohloff
City Attorney City Manager
'(A �4/J
H. Allen Davis
Director of Community Development
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
THIRD AMENDMENT TO TAX INCREMENTAL
DISTRICT NO. 31 DEVELOPMENT AGREEMENT WITH
FOX VALLEY PRO BASKETBALL, INC.
THIS THIRD AMENDMENT TO TAX INCREMENTAL DISTRICT NO. 31
DEVELOPMENT AGREEMENT ("Third Amendment") is entered into as of the day of
, 2018.
WHEREAS,the City of Oshkosh,Wisconsin and the Redevelopment Authority of the City
of Oshkosh, Wisconsin (hereinafter collectively referred to as "City"), and Fox Valley Pro
Basketball, Inc. (hereinafter referred to as "Developer") entered into a Development Agreement
dated March 17, 2017, as amended on October 27, 2017 and January 3, 2018 (collectively the
"Agreement"),pertaining to the City's Tax Incremental District No. 31, which was established for
the purpose of redeveloping certain property located at 1118 and 1212 South Main Street in the
City as a sports arena; and
WHEREAS, the City and Developer desire to make further changes to the Agreement in
order to facilitate the potential assignment of the City MRO issued pursuant to the terms of the
Agreement.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the City and
Developer agree as follows:
1. Capitalized terms used herein without definition have the meanings ascribed to
them in the Agreement.
2. The definition of"Administrative Costs" set forth in Article I, Section B of the
Agreement is amended by deleting the final sentence thereof and replacing it with the following:
"Notwithstanding anything to the contrary set forth herein, the City
and Developer agree that the aggregate Administrative Costs during the first
year of this Agreement shall not exceed Thirty Thousand Dollars($30,000),
and the aggregate Administrative Costs during each subsequent year of this
Agreement shall not exceed Ten Thousand Dollars ($10,000), exclusive of
Administrative Costs associated with this Third Amendment in regards to
attorney expenses in drafting and reviewing this Third Amendment and
Ehlers expenses in relation to this Third Amendment, collectively not to
exceed $15,000."
3. Article IX of the Agreement is amended in its entirety to read as follows:
IX. MINIMUM ASSESSMENT GUARANTY. Developer hereby
agrees that commencing in 2018 (whether or not the Property has been conveyed
to Developer pursuant to Article V, above) and for the duration of the Payment
Term, the assessed value of the Project shall be greater than or equal to Eighteen
19393231.2
Million Dollars ($18,000,000). If for 2018 or any subsequent year during the
Payment Term, the assessed value of the Property is less than Eighteen Million
Dollars ($18,000,000), Developer will make a payment to the City (a "Guaranty
Pam"), calculated by subtracting the assessed value of the Property from
Eighteen Million Dollars ($18,000,000). That number should be multiplied by the
mill rate for all taxing jurisdictions established for the then-current year for the
District,with the resulting Guaranty Payment being due and payable by Developer
to the City on or before November 1 of the following year.
4. Exhibit C to the Agreement is deleted in its entirety and replaced with Exhibit C
attached hereto,which the City and the Developer agree sets forth the final amount of Project Costs
for purposes of the Agreement and the City MRO (as that term is defined in the Agreement).
5. Exhibit D to the Agreement is deleted in its entirety and replaced with Exhibit D
attached hereto,which the City and the Developer acknowledge is the final form of the City MRO.
6. MRO No. 1 is hereby issued to Fox Valley Pro Basketball, Inc. in the amount of
$5,549,450.00, having an effective date of January 1, 2018.
7. The City hereby consents to the assignment of the City MRO in connection with
Developer's efforts to raise additional funds for the Project, and upon Developer's identification
of its assignee and surrendering of MRO No. 1, the City will issue MRO No. 2 to said assignee;
provided,that Developer shall have identified its assignee and surrendered MRO No. 1 to the City
no later than December 31, 2018. Notwithstanding such assignment, Developer shall remain
responsible for all obligations of"Developer"under the terms of the Agreement.
8. In connection with the potential assignment of the City MRO, the City hereby
certifies to Developer and to any potential purchaser of the City MRO that, as of the date of this
Third Amendment:
(a) The Agreement, as amended to date, is in full force and effect.
(b) Except for the terms of this Third Amendment and the First and Second
Amendments noted above, there have been no further amendments or modifications to the
Agreement.
(c) There are no existing Events of Default under the Agreement.
(d) The Agreement states that so long as no Event of Default exists, the City
will make annual payments under the City MRO on November 1 of each calendar year
during the Payment Term. The actual amounts payable each November 1 and the
application of such amounts to principal and interest shall be as set forth in the MRO.
(e) The City has issued a certificate of occupancy for the Project.
9. Except as specifically modified by this Third Amendment, the Agreement and its
prior amendments remain in full force and effect.
19393231.2
IN WITNESS WHEREOF,the parties have executed this Third Amendment as of the date
first written above.
FOX VALLEY PRO BASKETBALL, INC.
6
By. _
Its: caaSc..n2l'
CITY OF OSHKOSH, WISCONSIN
By:
Mark A. Rohloff, City Manager
By:
Pamela R. Ubrig, City Clerk
Approved as to form:
Lynn A. Lorenson, City Attorney
REDEVELOPMENT AUTHORITY OF THE
CITY OF OSHKOSH, WISCONSIN
By:
Its: Chair
By:
Its: Executive Director
19393231.2
EXHIBIT C
Final Property Project Costs
[update Ehlers table with final values]
19393231.2
EXHIBIT D
Final City MRO
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WINNEBAGO
CITY OF OSHKOSH
TAXABLE TAX INCREMENT PROJECT MUNICIPAL REVENUE OBLIGATION ("MRO")
Number Date of Original Issuance Amount
1 , 2018 $5,549,450.00
FOR VALUE RECEIVED, the City of Oshkosh, Winnebago County, Wisconsin (the
"City"), promises to pay to Fox Valley Pro Basketball, Inc. (the "Developer"), or registered
assigns, but only in the manner, at the times, from the source of revenue and to the extent
hereinafter provided, the principal amount not to exceed $5,549,450, with interest thereon at the
rate of five percent (5%) per annum, adjusted on November 1, 2024 to a rate equal to the then-
current City tax-exempt general obligation cost of fundsl�us two percent(2%),not to exceed eight
percent(8%).
Interest shall accrue from January 1, 2018. This MRO shall be payable in installments on
November 1 (the "Payment Dates") in each of the years set forth in Schedule 1 attached hereto
in an amount equal to the Available Tax Increments for the prior year provided such payments are
due under the Development Agreement, as hereinafter defined. Payments shall be applied first to
accrued interest and second to unpaid principal. Payments on this MRO shall be made only to the
extent that the City has received Available Tax Increments.
This MRO has been issued to finance projects within the City's Tax Incremental District
No. 31 ("District") and is payable only from the income and revenues herein described, which
income and revenues have been set aside as a special fund for that purpose and identified as the
"Special Redemption Fund" provided for under the Resolution adopted on February 28, 2017 by
the Common Council of the City (the "Resolution"). This MRO is issued pursuant to the
Resolution and pursuant to the terms and conditions of the Tax Incremental District No. 31
Development Agreement dated as of March 17, 2017, as amended among the City, the
Redevelopment Authority of the City of Oshkosh, Wisconsin, and the Developer("Development
Agreement"). This MRO does not constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation or provision. This MRO shall be payable solely from
Available Tax Increments generated by the Project located within the District and appropriated by
the Common Council to the payment of this MRO (the "Revenues"). Reference is hereby made
to the Resolution and the Development Agreement for a more complete statement of the revenues
from which and conditions and limitations under which this MRO is payable and the general
covenants and provisions pursuant to which this MRO has been issued. The Resolution and
19393231.2
Development Agreement are incorporated herein by this reference. Capitalized terms used in this
MRO which are not defined in this MRO shall have the meaning attributable to such terms as set
forth in the Development Agreement.
The City shall have no obligation to pay any amount of this MRO which remains unpaid
after the Final Payment Date of November 1, 2045.
The City makes no representation or covenant, express or implied, that the Available Tax
Increments or other Revenues will be sufficient to pay, in whole or in part, the amounts which are
or may become due and payable hereunder.
The City's payment obligations hereunder are subject to appropriation, by the Common
Council, of Available Tax Increments to make payments due on this MRO. In addition, as
provided in Section IV.D of the Development Agreement, the total principal amount to be paid
shall in no event exceed $5,549,450. When the amount of Revenue has been appropriated and
applied to payment of this MRO,the MRO shall be deemed to be paid in full and discharged, and
the City shall have no further obligation with respect hereto. Further,as provided in Section IX.B.1
of the Development Agreement,the City shall have no obligation to make payments on this MRO
in the event of certain defaults under the Development Agreement.
This MRO is a special, limited revenue obligation and not a general obligation of the City
and is payable by the City only from the sources and subject to the qualifications stated,
incorporated or referenced herein. This MRO is not a general obligation of the City, and neither
the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal
of this MRO. Further, no property or other asset of the City, except the above-referenced
Revenues, is or shall be a source of payment of the City's obligations hereunder.
Subject to the foregoing,the City may, at its option,prepay this MRO at any time after the
seventh(7th) anniversary of the date hereof.
This MRO is issued by the City pursuant to, and in full conformity with, the Constitution
and laws of the State of Wisconsin.
This MRO may be transferred or assigned, in whole or in part, only with the consent of the
City. Interests in this MRO may not be split,divided or apportioned. In order to transfer or assign
the MRO, the transferee or assignee shall surrender the same to the City either in exchange for a
new, fully-registered municipal revenue obligation or for transfer of this MRO on the registration
records for the MRO maintained by the City. Each permitted transferee or assignee shall take this
MRO subject to the foregoing conditions and subject to all provisions stated or referenced herein.
It is hereby certified and recited that all conditions,things and acts required by law to exist
or to be done prior to and in connection with the issuance of this MRO have been done, have
existed and have been performed in due form and time.
19393231.2
IN WITNESS WHEREOF, the City Council of the City of Oshkosh has caused this MRO
to be signed on behalf of the City by its duly qualified and acting City Manager and City Clerk,
and its corporate seal to be impressed hereon, all as of the date of original issue specified above.
CITY OF OSHKOSH, WISCONSIN
By:
Name:
Title:
Attest:
Name:
Title:
19393231.2
Schedule 1
Payment Schedule
Subject to the City's annual receipt of Available Tax Increment and the terms and conditions of
the Development Agreement,the City shall pay to Developer the total Project Increment Surplus
received by the City for the prior year:
Payment Date Payment Amount
November 1, 2019 Available Tax Increment for 2018
November 1, 2020 Available Tax Increment for 2019
November 1, 2021 Available Tax Increment for 2020
November 1, 2022 Available Tax Increment for 2021
November 1, 2023 Available Tax Increment for 2022
November 1, 2024 Available Tax Increment for 2023
November 1, 2025 Available Tax Increment for 2024
November 1, 2026 Available Tax Increment for 2025
November 1, 2027 Available Tax Increment for 2026
November 1, 2028 Available Tax Increment for 2027
November 1, 2029 Available Tax Increment for 2028
November 1, 2030 Available Tax Increment for 2029
November 1, 2031 Available Tax Increment for 2030
November 1, 2032 Available Tax Increment for 2031
November 1, 2033 Available Tax Increment for 2032
November 1, 2034 Available Tax Increment for 2033
November 1, 2035 Available Tax Increment for 2034
November 1, 2036 Available Tax Increment for 2035
In any event,the total payment to Developer on this MRO shall not exceed $5,549,450, exclusive
of interest.
19393231.2
REGISTRATION PROVISIONS
This MRO shall be registered in registration records kept by the City Clerk of the City of Oshkosh,
Winnebago County, Wisconsin, such registration to be noted in the registration blank below and
upon said registration records, and this MRO may thereafter be transferred only upon
representation of this MRO together with a written instrument of transfer approved by the City and
duly executed by the Registered Owner or his attorney, such transfer to be made on such records
and endorsed hereon.
Date of Registration Name of Registered Owner Signature of City Clerk
Fox Valley Pro Basketball,
Inc.
19393231.2
w ' �
Construction Year Annual Total Construction Year
1 2017 18,846,100 2017 1
2 2018 0 2018 2
3 2019 0 2019 3
4 2020 0 2020 4
5 2021 0 2021 5
6 2022 0 2022 6
7 2023 0 2023 7
8 2024 0 2024 8
9 2025 0 2025 9
10 2026 0 2026 10
11 2027 0 2027 11
12 2028 0 2028 12
13 2029 0 2029 13
14 2030 0 2030 14
15 2031 0 2031 15
16 2032 0 2032 16
17 2033 0 2033 17
18 2034 0 2034 18
19 2035 0 2035 19
20 2036 0 2036 20
21 2037 0 2037 21
22 2038 0 2038 22
23 2039 0 2039 23
24 2040 0 2040 24
25 2041 0 2041 25
26 2042 0 2042 26
27 2043 0 2043 27
Totals 0 18,846,100
Notes:
iPer the"Third Amendment to Tax Incremental District No.31 Development Agreement With Fox Valley Pro
Basketball, Inc."the Project must maintain a Minimum Assessment Guaranty Amount of$18,000,000.
L E
LEADERS IN PUBLIC FINANCE Page 1 9/24/2018
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