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41. 19-265
APRIL 23, 2019 19-265 RESOLUTION (CARRIED 6-0 LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE AGREEMENT WITH, ROGAN STORES OF OSHKOSH LLC, THOMAS MASTERS & PHOENIX REALTY, LLC FOR THE CITY'S ADMINISTRATION OF IDLE INDUSTRIAL SITES REDEVELOPMENT GRANT INITIATED BY: COMMUNITY DEVELOPMENT DEPARTMENT BE RESOLVED that the attached Agreement with Thomas Masters, Rogans Stores of Oshkosh LLC, and Phoenix Realty LLC relative to the City's administration of an Idle Industrial Sites Redevelopment grant for the Aviation Plaza property south of West 201h Avenue, west of South Koeller Street, north of West South Park and east of Interstate Highway 41 is hereby approved contingent upon receiving said grant funds from Wisconsin Economic Development Corporation for this project. BE IT FURTHER RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed to execute and deliver the agreement 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. TO: Honorable Mayor and Members of the Common Council FROM: Kelly Nieforth Economic Development Services Manager DATE: April 23, 2019 RE: Approve Agreement with, Rogan Stores of Oshkosh LLC, Thomas Masters & Phoenix Realty, LLC for the City's Administration of Idle Industrial Sites Redevelopment Grant BACKGROUND Staff has submitted an Idle Industrial Sites grant application to WEDC on behalf of the owners of the Aviation Plaza for the redevelopment of the nearly vacant commercial center along Interstate 41. The grant amount shall not exceed $500,000 and the funds will be used for site improvements to prepare the property for redevelopment. Rogan Stores of Oshkosh LLC is the owner of the Rogan's Shoes site that is currently the only operational business in Aviation Plaza. They must ensure their stormwater management and water service meet current city and state code for their existing store and the vacant space next to their store that they're trying to lease to a tenant. Mr. Masters, one of the multiple property owners within Aviation Plaza, is proposing to construct a new 36,000 sq ft restaurant/entertainment facility geared towards families that includes a restaurant, game room, and private meeting space. In order to obtain approval to construct the proposed development, the site must install a new stormwater management system, install new water and sanitary laterals, and ensure all other aspects of the development meets current city and state code. Phoenix Realty, LLC is the owner of the former JCPenny's/Miles Kimball buildings and are working with a prospective buyer, Extreme Customs, who is looking to move their expanding business into the building. Per Plan Commission approvals, they must ensure their stormwater management and water service meet current city and state code before they are allowed to open their business at that site. City Hall, 215 Church Avenue P.O. Box 1 130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us ANALYSIS The property owners of Aviation Plaza all have utilities on their sites that do not meet current city and state code. Upgrading the utilities are necessary for any type of development that would be proposed for this site. The property owners are planning on constructing the infrastructure improvements this summer. The WEDC funds will be used for expanding the stormwater management system which will include increasing capacity for city stormwater needs in the Stringham Creek drainage basin area, install new laterals to each parcel from the water main in the right of way, install a sanitary lateral from the sanitary main in the right of way to each parcel, and any other grant -eligible costs that are required by city or state code. The sites are currently served by a private water and sanitary main with the water not being state code compliant and the sanitary being outdated. City staff has worked with representatives of all the parcels in Aviation Plaza in preparing the grant application and agreement. The grant agreement that is required by WEDC outlines how the City will administer the grant, how the grant funds will be disbursed, and other WEDC grant requirements that need to be followed by the City and the property owners. This four -party agreement will be needed to receive funds from the WEDC Idle Sites grant should the grant be awarded. FISCAL IMPACT There are no City funds included in the WEDC Idle Industrial Sites grant application, agreement, or implementation. The property owners will be paying the City's staff time for grant administration, mainly the grant draws. RECOMMENDATION The Oshkosh Common Council approves the agreement between the City and Thomas Masters, Rogan Stores of Oshkosh LLC, Phoenix Realty, LLC and Reilly Real Estate, LLC of the Aviation Plaza for the City's Administration of the Wisconsin Economic Development Corporation (WEDC) Idle Industrial Site Grant. Respectfully Submitted, Kelly Nieforth Economic Development Services Manager Approved: Mark A. Rohloff City Manager City Hall, 215 Church Avenue P.O. Box 1 130 Oshkosh, W154903-1130 920.236.5000 http://www.ci.oshkosh.wi.us REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of the day of , 2019 (the "Effective Date") by and among Thomas Masters, an individual ("Masters"), Rogan Stores Oshkosh LLC, a Wisconsin limited liability company ("Rogan"), Phoenix Realty, LLC, a Wisconsin limited liability company ("Phoenix"), Reilly Real Estate, LLC, a Wisconsin limited liability company ("Reilly"; collectively with Masters, Rogan, and Phoenix, the "Aviation Plaza Owners" or separately, an "Aviation Plaza Owner"), and the City of Oshkosh (the "City"). RECITALS WHEREAS, Masters owns fee simple title to the real property and improvements located at 2105-2135 S. Koeller Street in Oshkosh, Wisconsin, which includes parcel identification number 1334222034 (the "Masters Property"); and WHEREAS, Rogan owns fee simple title to the real property and improvements located at 2145-2155 S. Koeller Street in Oshkosh, Wisconsin, which includes parcel identification number 1323100404 (the "Rogan Property"); and WHEREAS, Phoenix owns fee simple title to the real property and improvements located at 2175-2185 S. Koeller Street in Oshkosh, Wisconsin, which includes parcel identification numbers 1323100401, 1323100402, 1323100403 (the "Phoenix Property"; collectively, with the Masters Property and the Rogan Property, the "Aviation Plaza" or, separately or collectively, the "Property"); and WHEREAS, as of the Effective Date, Phoenix and Reilly are parties to that certain WB - 15 Commercial Offer to Purchase dated January 31, 2019 (the "Form Offer"), which includes that certain Addendum to WB -15 Commercial Offer to Purchase dated January 31, 2019, as may amended from time to time (the "Addendum"; together with the Form Offer, the "Phoenix/Reilly OTP") pursuant to which Phoenix desires to sell to Reilly, and Reilly desires to purchase from Phoenix, the Phoenix Property; and WHEREAS, the parties desire to redevelop the Property, which is generally depicted on the attached Exhibit A to this Agreement, on the terms and conditions hereinafter set forth; and WHEREAS, as part of the redevelopment of the Property, the Aviation Plaza Owners intend to construct a mixed-use commercial development; and WHEREAS, the City desires to work with Aviation Plaza Owners to facilitate the redevelopment of the Property; and WHEREAS, in connection with the parties' redevelopment of the Property, the parties desire to work together to prepare and submit an application for a Wisconsin Economic Development Corporation ("WEDC") Idle Industrial Sites Redevelopment Grant Program to assist with certain of the costs associated with the redevelopment of the Property. AGREEMENTS NOW, THEREFORE, for the consideration expressed herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do promise and agree as follows: 1. The City shall submit an application for a WEDC Idle Industrial Sites Redevelopment Grant to assist with the redevelopment of the Property. The application shall be for the purposes identified in and substantially in the same form as the attached Exhibit B to this Agreement (the "Wisconsin Idle Industrial Sites Redevelopment Application"). 2. The City shall be responsible to complete all necessary requirements in relation to the WEDC Idle Industrial Sites Redevelopment Grant Agreement and the WEDC Idle Industrial Sites Grant, if awarded. 3. The Aviation Plaza Owners shall be responsible for obtaining all required permits and approvals for all work to be performed on the Property in relation to this Agreement and the WEDC Idle Industrial Sites Redevelopment Grant, if awarded, including but not limited to permits and approvals from other state and federal agencies. 4. The Aviation Plaza Owners shall be responsible for the Match Investment identified in the WEDC Idle Industrial Sites Redevelopment Application and directly pay for all project costs including but not limited to any permit or approval costs and fees, and any contractors' fees and consultants' fees, relating to the performance of responsibilities under the WEDC Idle Industrial Sites Redevelopment Grant, if awarded. 5. The Aviation Plaza Owners shall use the grant funds received in connection with the WEDC Idle Industrial Sites Redevelopment Grant pursuant to the terms of the activities outlined in Exhibit B. The parties acknowledge and agree that the failure to use the grant funds received in connection with the WEDC Idle Industrial Sites Redevelopment Grant on the terms of Exhibit B will result in payment requests being denied by the City. 6. The Aviation Plaza Owners shall submit to the City payment requests in connection with their use of grant funds associated with the WEDC Idle Industrial Sites Redevelopment Grant with all necessary supporting documentation to allow the City to request reimbursement under the terms of the WEDC Idle Industrial Sites Redevelopment Grant. 7. The Aviation Plaza Owners shall pay to the City a fee of $500 per payment request to reimburse the City for the City's costs of administering the WEDC Idle Industrial Sites Redevelopment Grant. 8. The City will make no more than two requests for reimbursements to WEDC. Requests will be made at approximately 50% of construction being completed and 100% of construction completed, as reasonably determined by all of the parties. 9. The Aviation Plaza Owners shall comply with the requirements listed in the agreement between the WEDC and the City that governs the City's payments to the Aviation Plaza Owners of grant funds associated with the WEDC Idle Industrial Sites Redevelopment Grant (the "WEDC/City Agreement"), a true and correct copy of which is attached hereto as Fxhihit C: 2 10. The Aviation Plaza Owners shall fully and completely cooperate with the City, the City's attorneys, the City's Auditors or other representatives of the City in connection with any internal or governmental Audit, with respect to matters relating to this Agreement. Such cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Aviation Plaza Owners' employees available to the City (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Audit; (ii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iii) providing information and legal representations to auditors in a form and within a timeframe requested. 11. Contingencies. (a) All Parties. This Agreement shall be contingent upon the City approving a Tax Incremental Finance district containing the Property on terms and conditions satisfactory to all of the Aviation Plaza Owners, their successors, and assigns (the "TIF District"), and no liability or obligation to redevelop or otherwise proceed with the purposes identified in Exhibit B shall attach to the Aviation Plaza Owners, their successors and assigns until such approval has been delivered to each of the parties hereto. Unless such approval for the TIF District has been delivered to the parties by July 1, 2019, then the Aviation Plaza Owners shall not be under any legal obligation to proceed with redevelopment of the Property pursuant to this Agreement, and this Agreement shall automatically terminate and be of no further force and effect. (b) The obligations of Reilly under this Agreement are expressly conditioned upon the closing of the purchase and sale of the Phoenix Property pursuant to the terms and conditions of the Phoenix/Reilly OTP. In the event that the transactions contemplated under the Phoenix/Reilly OTP are not consummated, then Reilly shall have no liabilities or obligations under this Agreement. The obligations of Reilly under this Agreement shall arise concurrent with the consummation of the transactions contemplated under the Phoenix/Reilly OTP. No liabilities or obligations to redevelop or otherwise proceed with the purposes identified in Exhibit B shall attach to, flow to, be binding upon, or be enforceable against Reilly until the closing under the Phoenix/Reilly OTP or a written notice to the parties hereto from Reilly expressly waiving this contingency. The parties acknowledge and agree that sufficient consideration has been given in connection with the contingency described in this subsection. (c) Modification. In the event one or more contingencies are not satisfied, the Aviation Plaza Owners and City may (but are not obligated to) mutually agree, in writing, to modify the scope of the purposes identified in Exhibit B. 12. This Agreement shall expire once the project is completed and upon completion of the grant requirements. 13. Subject to any limitations contained in Sec 893.80 and any similar statute, of the Wisconsin Statutes, the City agrees to hold Aviation Plaza Owners and those officers, officials, 3 employees, representatives, and agents of Aviation Plaza Owners and their affiliates harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liability is founded upon or grows out of the acts or omissions of any of City's officers, employees, or agents while acting within the scope of their employment. 14. Nothing in this Agreement is intended as a waiver of the City's right or opportunity to rely upon the governmental limitations and immunities contained within Wisconsin law. Municipal immunities and limitations include, but are not limited to, Sections 345.05, 893.80, and 893.83, Wisconsin Statutes. Such damage limits, caps and immunities are intended to be preserved and are incorporated into this Agreement and shall govern all disputes, contractual or otherwise, as they apply to the parties and their agents, officers, and employees. 15. Masters, Rogan, Phoenix, and Reilly, each individually, and not jointly and severally, agrees to hold the City, its officers, officials, employees, and agents harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement to the extent that such liability is founded upon or grows out of the acts or omission of Masters, Rogan, Phoenix , or Reilly, or their officers, employees, or agents. For example, and by way of illustration only, if such liability is founded upon or grows out of the acts or omission of Masters, then Masters shall have the obligation to indemnify and hold harmless the City, its officers, officials, employees and agents under this paragraph, and Rogan , Phoenix, and Reilly shall have no obligation to indemnify and hold harmless the City, its officers, officials, employees and agents under this paragraph, the intent being that each of the Aviation Plaza Owners shall only be responsible under this paragraph to the extent of their own acts and omissions. The intention of this paragraph is that each party shall be responsible for its own actions and inactions related to this Agreement. 16. The Project includes work within the City of Oshkosh right-of-way. Prior to beginning that work, the responsible Contractor shall obtain a City of Oshkosh Right -of -Way Permit and all requirements related thereto shall be met. If any hazardous substances or materials are collected, removed, or disturbed in connection with the Project, it shall be the responsibility of the Permit Holder to properly excavate, remediate, cap, dispose of or otherwise handle such materials as necessary for the completion of the Project. 17. This Agreement shall be construed under the laws of the State of Wisconsin. 18. This Agreement, and all other documents or instruments that may be required by this Agreement, may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. 19. The parties agree that the Recitals on pages 1 and 2 of this Agreement are true and accurate, and are incorporated into the Agreements section of this Agreement by this reference. 20. All exhibits, schedules, and addenda attached to this Agreement are specifically incorporated herein and made part of this Agreement. 4 21. Upon the transfer of their respective Property, each of the Aviation Plaza Owners may assign their respective rights and obligations hereunder without any other party's consent and upon any such assignment in good faith the Aviation Plaza Owner assigning its rights shall be released from all future obligations and liabilities hereunder. The City shall not assign this Agreement without all of the Aviation Plaza Owners' prior written consent, which may be withheld, conditioned, or delayed in each of their sole discretion. This Agreement shall be binding upon the heirs, personal representatives, successors and assigns of the parties hereto (including, without limitation, the successors in title to the Masters Property, the Rogan Property, and the Phoenix Property, as applicable). The obligations imposed by this Agreement shall apply only to the then current owners of the Masters Property, the Rogan Property, and the Phoenix Property. 22. All of the parties hereto acknowledge the terms and conditions of this Agreement represent the result of negotiations among all of the parties hereto, each of which was represented or had the opportunity to be represented by independent legal counsel and none of which have acted under compulsion or duress; consequently, the rule of construction that any ambiguity be resolved against a drafting party shall not apply to the interpretation of this Agreement or of any exhibits, addenda or amendments hereto. [Rest of cage intentiona//y /eft blank. Signatures on fo/%winq,oages. ] IN WITNESS WHEREOF, the City and the Aviation Plaza Owners have respectively caused this Agreement to be duly executed as of the Effective Date. CITY OF OSHKOSH Mark Rohloff, City Manager And: Pamela R. Ubrig, City Clerk And: Trena Larson, Finance Director Approved as to form: Lynn Lorenson, City Attorney THOMAS MASTERS ROGAN STORES OSHKOSH LLC, by ROGAN SHOES, INCORPORATED, its sole member By: Patrick A. Rogan, President of Rogan Shoes, Incorporated, its sole member PHOENIX REALTY, LLC David M. Marks, its Manager REILLY REAL ESTATE, LLC By: Name: Title: [Rest ofpage intentiona//y /eft blank. Notary signatures on f0/10w117gPage. ] [Signature Page to Redevelopment Agreement dated as of , 2019] STATE OF WISCONSIN) ) ss. WINNEBAGO COUNTY) Personally came before me this day of , 2019, the above named Thomas Masters, to me known to be the persons who executed the foregoing instrument and acknowledged same as and for said company, by its authority. STATE OF WISCONSIN) ) ss. WINNEBAGO COUNTY) Notary Public, Winnebago County, WI My Commission Expires: Personally came before me this day of , 2019, the above named Patrick A. Rogan, President of Rogan Shoes, Incorporated, the sole member of Rogan Stores Oshkosh LLC to me known to be the person who executed the foregoing instrument and acknowledged same as and for said Rogan Stores Oshkosh LLC, by his authority as President of Rogan Shoes, Incorporated.. STATE OF WISCONSIN) ) ss. WINNEBAGO COUNTY) Notary Public, Winnebago County, WI My Commission Expires: Personally came before me this day of , 2019, the above named NAME, registered agent of Phoenix Realty, LLC to me known to be the persons who executed the foregoing instrument and acknowledged same as and for said company, by its authority. STATE OF WISCONSIN) ) ss. WINNEBAGO COUNTY) Notary Public, Winnebago County, WI My Commission Expires: Personally came before me this day of _, 2019, the above named Mark Rohloff, City Manager, Pamela R. Ubrig, City Clerk, and Trena Larson, Finance Director, of the City of Oshkosh, to me known to be the persons who executed the foregoing instrument and acknowledged same as and for said Corporation, by its authority. Notary Public, Winnebago County, My Commission Expires: [Signature Page to Redevelopment Agreement dated as of WI 1 2019] Proposed restaurant and family entertainment facility owned by Masters n { Rogan's Shoes „ 1 m r�rr , � f . ib EXHIBIT A Y 1 e W t W r J LV Vacant space for lease owned by Masters' n cant space for lease owned by Rogan Stores Oshkosh LLC F Proposed Extreme Customs J office, warehouse, and shop95P - ,1,]iaii9n Plaza R:A( �al�;�rriari The City of Oshkosh creates and maintains GIS maps and data for its own use. They may show the approximate relative location of property, boundaries and other feature from a variety of sources. These map(s)/datasets are provided for information purposes only and may not be sufficient or appropriate for legal, engineering, or surveying purposes. They are provided "AS -IS' without warranties of any kind and the City of Oshkosh assumes no liability for use or misuse. N 1 in=0.04 mi 1 in = 225 ft Printing Date: 4/4/2019 Prepared by: City of Oshkosh, WI AV Oshkosh ►=1 MI APP(C)-1.0 (08/2018) EXHIBIT B WISCONSIN ECONOMIC O.EVE+LO PM E NT [OR POPATIO N COMMUNITY APPLICATION Page 1 of 2 Are you aware of any State of Wisconsin request(s) for bid or request(s) for proposal Legal Entity: NCity ❑Town ❑Village ❑County ❑Tribal Entity ❑ Nonprofit (Attach copies of IRS documents showing acceptance of Federal Tax Exempt Status) ❑Other Governmental Unit Legal Name: City of Oshkosh Has the applicant been involved in a bankruptcy or insolvency proceeding in the last 10 years, or are any such proceedings pending? Trade Name: Has the applicant been charged with a crime, ordered to pay or otherwise comply with civil penalties imposed, or been the subject of a criminal or civil investigation in the last 5 years? Mailing Address: 215 Church Ave City, State, Zip: Oshkosh, WI 54903 FEIN: 39-6005563 DO NOT ENTER SSN Federal Employee Identification Number — Tax ID or Social Security Number NAICS: 999300 Fiscal Year End Date: 12/31/2019 Check box if W-9 is attached to the application N Website URL: www.ci.oshkosh.wi.us Phone: 920-236-5055 Chief Elected Official: Steven Cummings Title: Mayor Phone: 920-236-5002 Email: scummings@ci.oshkosh.wi.us CONTACT Local Government Contact: Kelly Nieforth Title: Economic Development Services Manager Email: knieforth@ci.oshkosh.wi.us Phone: 920-236-5055 Mailing Address: 215 Church Ave City, State, Zip: Oshkosh, WI 54903 Non -Government Contact: Please see attached list. Title: Email: Phone: Mailing Address: City, State, Zip: Contracting Contact: Title: Email: Phone: Mailing Address: City, State, Zip: Page 1 of 2 Are you aware of any State of Wisconsin request(s) for bid or request(s) for proposal Has the applicant been involved in a lawsuit in the last 5 years? NYes ❑No Has the applicant been involved in a bankruptcy or insolvency proceeding in the last 10 years, or are any such proceedings pending? ❑Yes NNo Has the applicant been charged with a crime, ordered to pay or otherwise comply with civil penalties imposed, or been the subject of a criminal or civil investigation in the last 5 years? ❑Yes NNo Does the applicant have any outstanding tax liens? ❑Yes NNo Please attach a detailed explanation of any YES responses. Page 1 of 2 Are you aware of any State of Wisconsin request(s) for bid or request(s) for proposal ❑Yes NNo to which the applicant intends to respond, or to which the applicant has recently responded? If yes, please provide the following: a. Identify the bid or request for proposal (e.g., bid number, or general description or title). b. Identify the state agency or public entity to which you are submitting the bid or proposal. c. Explain the status of the bid or proposal (e.g., recently submitted; considering submission; in current negotiations). Please note that if you answer "yes" WEDC may not be able to discuss potential financial assistance until the request for bid or request for proposal process has been completed. Page 1 of 2 APP(C)-1.0 (08/2018) WISCONSIN ECONOMIC DEVELOPMENT CORPORATION CERTIFICATION STATEMENT THE APPLICANT CERTIFIES TO THE BEST OF ITS KNOWLEDGE: The information submitted to the Wisconsin Economic Development Corporation (WEDC) in this application, and subsequently in connection with this application, is true and correct. 2. The applicant is in compliance with applicable laws, regulations, ordinances and orders applicable to it that could have an adverse material impact on the project. Adverse material impact includes lawsuits, criminal or civil actions, bankruptcy proceedings, regulatory action by a governmental entity or inadequate capital to complete the project. 3. The applicant is not in default under the terms and conditions of any grant or loan agreements, leases or financing arrangements with its other creditors that could have an adverse material impact on the project. 4. WEDC is authorized to obtain background checks including a credit check on the applicant and any individual(s) with 20% or more ownership interest in the applicant company. 5. The applicant has disclosed, and will continue to disclose, any occurrence or event that could have an adverse material impact on the project. THE APPLICANT UNDERSTANDS: This application and other materials submitted to WEDC may constitute public records subject to disclosure under Wisconsin's Public Records Law, §19.31 et seq. The applicant may mark documents "confidential" if the documents contain sensitive information. 2. Submitting false or misleading information in connection with an application may result in the applicant being found ineligible for financial assistance under the funding program, and the applicant or its representative may be subject to civil and/or criminal prosecution. 3. Authorization to Receive Confidential Information. The applicant hereby authorizes the Wisconsin Economic Development Corporation ("WEDC") to request and receive confidential information that the applicant has submitted to, including any adjustments to such information by, the Wisconsin Department of Revenue ("DOR") and the Wisconsin Department of Worl4orce Development ("DWD"), and to use such information solely f©r the purposes of assessing the applicant's performance for the duration of the economic development project and ensuring that WEDC is properly administering or evaluating economic development programs. With regard to the information contained in the DWD unemployment insurance files, WEDC may access the following for the 8 most recent quarters: the quarterly gross wages paid to the applicant's employees; the monthly employee count; and the applicant's FEIN, NAICS code, and legal and trade names. The applicant also authorizes WEDC to share information submitted to WEDC by the applicant with the DOR and DWD and to redisclose to the public the information received from the DOR and DWD used to evaluate the applicant's performance under their specific economic development program and the impact of WEDC economic development programs. Records exempted from public records law by Wis. Stat. § 19.36(1) will be handled by WEDC in accordance with that law. ®Yes El No I certify that incentive assistance is needed to ensure this project will happen in Wisconsin. Please provide details below: Signature: Date: 3/20/2019 (Autho zed Representative of Applicant Organization) Printed Name: Mark A. Rohloff Title: City Manager Applicant Organization Name: City of Oshkosh Page 2 of 2 APP(C)-ISR-3.0 (08/2017) WISCONSIN ECONOMIC OEVELOPMENT CORPORATION IDLE SITE REDEVELOPMENT Please contact your Regional Economic Development Director for eligibility information if any answers are "No." =111 IVA I WINS.Koeller, 711 Location: ®City❑Town ❑Village:County: 1. The property is larger than 5 acres and has had over 25 years of industrial ®Yes ❑ No S. Koeller usage. Site Size (Acres): 26.6 acres Current Zoning: SMU-PD -OR- Current Assessed Value: $6,100,000 Projected Assessed Value: $14,400,000 The property is larger than 10 acres and has had over 25 years of Rogan Stores of Oshkosh LLC, Phoenix Realty commercial usage. LLC 2. The property has been vacant or underutilized for more than 5 years. ®Yes ❑No 3. The applicant owns the targeted site or can demonstrate the legal ability to ®Yes ❑No Interstate 41, the site has fallen into disrepair and is an eyesore in the city's gateway corridor into the city. access the property and perform the work proposed in the application. stormwater, sanitary, and water. The Idle grant funds will also aid in the rehab of the former JCPenny's 4. The applicant agrees that grant funds will NOT be used for environmental ®Yes ❑No headquarters, and providing an existing business with a more attractive tenant space that they are trying to work occurring on properties in which the current owner is also a causer which will add to the city's tax base and improve the overall quality of life for Oshkosh. Is the project located in a TID? ®Yes ❑x No who possessed or controlled the contaminant(s) on the site. 5. The applicant agrees that funds received for remediation under the Idle ®Yes []No Industrial Sites Program shall not replace funds from any other source, including Agri -Chemical, Petroleum Environmental Cleanup Act or the Superfund. 6. The applicant agrees that funds received under the Idle Industrial Sites ®Yes ❑No Program shall not be used for environmental remediation costs where there is a known viable causer of contamination with ownership interest in the property. Please contact your Regional Economic Development Director for eligibility information if any answers are "No." Page 1 of 4 =111 IVA I WINS.Koeller, 711 Location: ®City❑Town ❑Village:County: Winnebago Street Address: 2175 S. Koeller, 212105 Project NAICS: 7222511, 448150, 423120 S. Koeller Site Size (Acres): 26.6 acres Current Zoning: SMU-PD Proposed Zoning: SMU-PD Current Assessed Value: $6,100,000 Projected Assessed Value: $14,400,000 Current Owner of Property: Thomas Masters, Rogan Stores of Oshkosh LLC, Phoenix Realty LLC Start Date: 7/1/2019 End Date: 12/31/2020 Project Description: Explain any other factors that should be considered in evaluating this project (e.g., impact on Wisconsin suppliers, national/international sales, and other prospects for future expansions, etc.) The current and future owners of Aviation Plaza are prosposing to redevelop the commercial site that has been underutilized for over 10 years. With only one business currently operating on the 26 acre site along Interstate 41, the site has fallen into disrepair and is an eyesore in the city's gateway corridor into the city. The Idle Grant will allow the current owners and future owner to bring the utilities up to code including stormwater, sanitary, and water. The Idle grant funds will also aid in the rehab of the former JCPenny's building that has sat vacant for three years. The building will be converted into the new headquarters of an expanding business in Oshkosh. Over $20 million dollars will be invested in the commercial site for a new family entertainment and restaurant complex, renovating an existing building for a new business headquarters, and providing an existing business with a more attractive tenant space that they are trying to lease. The redevelopment of the commercial site will spur additional investment on site and in the area which will add to the city's tax base and improve the overall quality of life for Oshkosh. Is the project located in a TID? ®Yes ❑x No If yes, creation date: Applicants are planning to submit an application to develop a TID. Is the project located in a disaster area, as declared by state or federal authorities? ❑Yes ❑x No Page 1 of 4 If yes, was the declaration within 24 months prior to submitting an application? ❑Yes ❑x No If yes, date of declaration: Does the applicant or end user currently own the property on which work is to occur? ®Yes ❑x No If no, how do you have or expect to obtain ownership or access to the property? Two end users own the property and one end user has an Option to Purchase Agreement. ❑Condemnation Timeframe: ❑Tax Delinquency Timeframe: ®Purchase (attach purchase agreement or option) Timeframe: 6/30/2019 ❑Development Agreement Timeframe: ❑Other: Timeframe: If applicant will not own the property, what entity will/does? Current Site Ownership: Tom Masters, Phone: Please see Email: Rogan Stores of Oshkosh LLC, Phoenix attached contact list. Realty LLC Final Site Ownership: Tom Masters, Rogan Phone: Email: Stores of Oshkosh LLC, Extreme Customs, LLC/Reilly Real Estate Will the current owner, or applicant expecting to obtain ownership, remain the legal owner of the project site for 5 years following receipt of the award? ®Yes ❑No IINR Project Manager Name and Mailing Address: hone: E-mail: Indicate the various case numbers or BRRTS numbers that have been assigned to the project site: 1. 2. 3. Page 2 of 4 Please provide detailed descriptions regarding the following aspects of your7of Included Attachment project: ✓ # 1. Project Objectives: Provide a clear, accurate and concise summary the project, the project goals and objectives, and how the project will directly or indirectly promote economic development of the area and support community revitalization. The summary should include the needs to be addressed, the proposed scope of work, total investment, projected 1 impact on jobs and tax base, and any other factors of significant impact. Supporting documentation may be referenced in the application materials and attached (e.g., letters of support, testimonials from concerned interests, summaries of market and/or planning study data, demographic data). (Two-page limit, not including supporting documentation) 2. Need for Assistance: Describe the nature and scope of the site's challenges (physical, social, financial, institutional and/or other). Clearly and concisely justify the need for grant funding that cannot be met by the private sector alone (e.g., traditional financing, equity investment or donor ® 2 support), local public sector support (e.g. RLF financing, TIF financing and/or public borrowing) or a reduction in the scope of the project. (Two- page limit) 3. Site Background: Describe the site location, history and significance of the site, past and current ownership and usage, any known contamination ® 3 and causers, reasons for underutilization, and area and people to be impacted by the proposed project. Describe how this project aligns with Page 2 of 4 any planning processes that have been completed relating to this site, and include any redevelopment plans specifically referencing the site as supporting documentation. (Two-page limit not including supporting documentation) 4. Project Implementation: This section should provide a clear overview of the redevelopment strategy and project vision and a well -conceived overall approach to the project, including details demonstrating that the project will be implemented in a way that will achieve the program's goals and objectives. Information provided should include the following (four-page limit) : • An implementation plan and quarterly schedule that detail past and planned activities through one year past completion, including milestones and factors that might affect the schedule (e.g., permitting, ® 4 planning, site control actions, site assessments, environmental cleanup), including strategies to address potential obstacles. • A description of the means by which the applicant has or expects to obtain ownership or access to the property, as well as descriptions of intended property transactions that will occur over the next 5 years. • Evidence of market viability (e.g., market data from a published source), marketing plans and descriptions of how the project is positioned for continued success after the end of the grant period. 5. Project Viability: Provide information that includes the following (two- page limit): • Describe and demonstrate that the applicant is able to implement project activities consistent with the project's scope, scale and projected outcomes and sustain the project as described in the application. • Include name, role and qualifications of key individuals responsible for implementation of the project, including ownership percentage for any individual owning more than 20% of the project. • Describe the partnerships developed and demonstrate that the partner has sufficient and relevant experience and success in development and/or business operation similar to that being conducted under the proposed project. Include a partnership or other agreement between ® 5 the applicant and the project partner that includes a description of the roles and the relationship between the applicant and the project partner in supporting documentation. The agreement should address topics such as: ensuring that detailed records documenting long-term job creation and appropriate expenditures of grant funds will be provided regularly; ensuring that the grantee plays a substantive role in the project and actively monitors partner(s)' activities to ensure compliance with WEDC program requirements; and ensuring that all parties cooperate with WEDC monitoring efforts. As evidence of the project partner's financial viability, individuals owning 20% or more of the project may be required to submit a signed and dated personal financial statement and may be subject to credit checks. WEDC funding shall not exceed 30% of eligible project costs. 6. Project Financing: The applicant must include an acceptable financial plan for the project that demonstrates that the project has all financing needed to complete construction and to sustain the project for at least one year after completion. Supporting documentation that clearly demonstrates financial feasibility includes firm financial commitment letters from a lending institution or government entity. Financial statements consisting of ® 6 income statements, balance sheets and cash flow projections may support project viability. Describe each line item in the project budget, itemized by funding source. The financial plan should also demonstrate that the financial estimates are grounded in solid assumptions, with cost estimates or bidding conducted for costs listed in the project budget, or an Page 3 of 4 explanation of the basis for all costs, attached as supporting documentation. (Two-page limit not including supporting documentation) Page 4 of 4 Please include the following attachments in the appendix and clearly identify each Included Attachment document: ✓ # 1. A signed resolution by the governing elected body authorizing the 7 submittal of an application to the Idle Sites Redevelopment. 2. A map and aerial image indicating the project location within its municipal jurisdiction and any specially designated federal, state or local economic 8 or taxation zone encompassing the project site; photographs of the site and surrounding area 3. List of previous site owners/occupants from a Phase I Assessment or a ® 9 title search 4. Statement declaring that a search was conducted to determine if the parties that caused contamination are unknown, or if known, are no longer in existence or have no ownership interest in the property, or that state ® 10 funds will not be used for environmental remediation on the site if there is a known viable causer 5. Copies of all Phase I and II Environmental Assessments performed on the ® 11 project property 6. Copies of any subsequent environmental reports or correspondence produced that are relevant in demonstrating the progress of any ® 12 environmental activities at your project site 7. A copy of the redevelopment plan for the site ® 13 8. A copy of any cost estimates or bidding conducted for costs listed in the ® 14 project budget, or an explanation of the basis for all costs 9. A copy of the agreement or document under which the applicant has or ® 15 expects to obtain ownership or access to the property 10. Documentation that demonstrates the success of obtaining firm financing (e.g., commitment letters from lending institutions, municipal resolutions ® 16 for financing or TI D creation) 11. Partnership or other agreement between the applicant and project partner(s) that includes a description of the roles and the relationship ® 17 between the applicant and the project partner 12. Statements from community, public and economic development leaders ® 18 that support the project proposed for funding 13. Please list any other relevant documentation you have provided with your application, along with the page number: a. Detailed construction schedule for the Mineshaft and utility improvements for the entire site, page 7- Attachement #4 ® 19 b. Non-government contact list, page 2 of Section B c. Information on City legal proceedings, page 1 of Section 11 d. Page 4 of 4 WEDC Grant Budget- Overall APP(C)-ISR-BUDGET-3.1 (05/2016) WISCONSIN ECONOMIC DEVELOPMENT CORPORATION Page 1 of 2 •Ij L, I gwelI]!C&I�.. SOURCE #1 SOURCE #2 SOURCE #3 SOURCE #4 SOURCE #5 WEDC NAME: NAME: Bank NAME: Seller NAME: NAME: Developer Financing Cash Cash (Phoenix Realty LLC) $ $ $Click here to enter amount. $ $ $ $ -_ $138,193 $800,000 $1,168,703 $ $ $ $2,106,896 - -.. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $130,465 $174,207 $ $130,217 $ $ $434,889 $ $ $ $ $ $ $ $175,146 $660,309 $ $ $ $ $835,455 • - - $56,196 $118,894 $ $53,288 $ $ $228,378 • • $500,000 $1,753,410 $1,168,703 $183,505 $ $ $3,605,618 Please provide the following for the sources listed above 1. Developer Cash Tom Masters President heidi@mineshaftrestaurant.com 262-224-0652 2. Developer Cash Heath Mynsberge Attorney HGM@dempseylaw.com 920-235-7300 3. Developer Cash Joseph Muratore VP and General Counsel imuratoreir@sbcglobal.net 262-898-3677 Page 1 of 2 Extreme Customs Grant Eligible Costs APP(C)-ISR-BUDGET-3.1 (05/2016) WISCONSIN ECONOMIC DEVELOPMENT CORPORATION Ineligible costs for reimbursement, includes, but may not be limited to the following: Page 1 of 2 • • W7 7 0 1 L1 I *W91 1j:1eX1-&i slim Im - 0 SOURCE #1 SOURCE SOURCE #3 SOURCE #4 SOURCE #5 WEDC NAME: #2 NAME: NAME: NAME: Click hereto NAME: Click here to Home Town Developer Phoenix enter text. enter text. Cash Realty • • $Click here to enter $Click here to enter amour -- amount. $Click here to enh $ amount. $Click here to enter amount. $ $Click here to enter amount. • $138,193 $1,168,703 $800,000 $ $ $Click here to enter amount $2,106,896 - -.. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $55,806 $Click here to enter amount. $ $130,217 $ $ $186,023 - • •. — $ $ $ $ $ $ $ • $ $ $ $ $ $ $ • - - $22,838 $ $ $53,288 $ $ $76,126 �- $ $ $ $ $ $ $ • - - .. $ $ $ $ $ $ $ • • $216,837 $1,168,703 $800,000 $183,505 $Click here to enter amount. $Click here to enter amount. $2,369,045 Please provide the following for the sources listed above d p ."tie Email Address 1. Hometown Bank Nate Kok Vice President Nkok(4htbwi.com 920-731-4190 2. Developer Cash Heath Mynsberge Attorney HGM@dempseylaw.com 920-235-7300 3. Phoenix Realty, LLC RyanHolzhauer Leasing Associate RHOLZHAUER@PHOENIXINVESTORS.COM 414.930.5437 Ineligible costs for reimbursement, includes, but may not be limited to the following: Page 1 of 2 Mineshaft Grant Eligible Costs APP(C)-ISR-BUDGET-3.1 (05/2016) WISCONSIN ECONOMIC DEVELOPMENT CORPORATION Ineligible costs for reimbursement, includes, but may not be limited to the following: Page 1 of 2 4:1 IN 111&11 V Film Z44 11:04 •• Z0111*011 111411 Biel • • SOURCE #1 SOURCE #2 SOURCE #3 SOURCE #4 SOURCE #5 WEDC NAME: NAME: BMO NAME: WBD NAME: Clickhere NAME: Developer Harris to enter text. Cash . $ $ $ $ $ $ -0 $ - -.. $$ $ $ $ $ $ $ $ $ $ $ $ $ $18,852 $43,991 $ $ $ $ $62,843 $175,146 $660,309 $ $ $ $ $835,455 • _ _ $22,838 $53,288 $ $ $ $ $76,126 �- • • $ $ $ $ $ $ $ • , • $216,836 $757,588 $ $ $ $ $974,424 -LLPlease provide the following for the sources listed above 1. BMO Harris Bank Chris Neckuty VPgrBanking Christopher. neckuty@bmo.com (262) 783-1072 rBusiness 2. WBD Steve Kohl VP & Loan Officer skohl@wbd.org (262) 436-3012 3. Developer Cash Tom Masters President heidi@mineshaftrestaurant.com 262-224-0652 Ineligible costs for reimbursement, includes, but may not be limited to the following: Page 1 of 2 Rogan Shoes Grant Eligible Costs APP(C)-ISR-BUDGET-3.1 (05/2016) WISCONSIN ECONOMIC DEVELOPMENT CORPORATION Ineligible costs for reimbursement, includes, but may not be limited to the following: Page 1 of 2 4:1 IN 111&11 V Film Z44 1111:04 •• Z0111*011 111411 Biel • • 211,1011111111011 1P • �- �� .. SOURCE #1 SOURCE #2 SOURCE #3 SOURCE #4 SOURCE #5 WEDC NAME: NAME: Click NAME: Click NAME: Click here NAME: Developer here to enter text. hereto enter text. to entertext Cash . $ $ $ $ $ $ $ - -.. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $55,807 $130,216 $ $ $ $ $186,023 $ $ $ $ $ $ $ $Click hereto enter amount. $Click here to enter amount. $ $ $ $ $Click here to enter amount. • _ _ $10,520 $65,606 $ $ $ $ $76,126 • • $66,327 $195,822 $::'lick here to enter amount. $ $ $ $262,149 Please provide the following for the sources listed above Source Source Name -0 Its Me, FMILIFT-17-3 'a., Address 1. Developer Cash 0muratorelrPsbcglobal.net Joseph Muratore VP and General Counsel 262-898-3677 2. Click here to enter text. Click here to enter text. Click here to enter text. Click here to enter text. Number 3. Ineligible costs for reimbursement, includes, but may not be limited to the following: Page 1 of 2 Form w-9 Request for Taxpayer Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Department of theTreasury send to the ISIS. Internal Revenue Samoa 1 Name (as shown on your Income tax return), Name Is required on this line; do not leave this line blank: CITY of OSHKOSH 2 Business name/disregarded entity name, if different from above az or rL C 3 Check appropriate box for federal tax ciassiflcation; check only one of the folluwing seven boxes: 4 Exemptions (codes apply only to o ❑ IndivfduaUsole proprietor or ❑ 0 Corporation ❑ S Corporation ❑ Partnership rust/eslalo ❑ . p T certain enliIles, not Individuals; see lnstructlonso n page 3): � o 't single -member LLC ❑ Limited Ilabltlty company. Enter the tax c€assificatlor€ (C=C corporation, S=S eorporelion; P=partnership) Exempt payee code (if any) C Note. For a single -member LLC that Is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting the tax clasgifioation of the single=membsr owner. code (if QQOther u (Sao Instructions))- MUNICIPALITY (Wp;esto ca.�r:,nml�s,eaors�gu•.usl & Address (number, street, and apt. or suite no:) Requester's name and address (optional) ' 215 CHURCH AVENUE W 6 City, state, and ZIP code OSHKOSH Wi 54901 7 List account nuhtbefr(s) hero (optlonaD Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box, The TIN provided must. match the name given on line 1 to avoid Social security number [I]] -[T] m y backup withholding, For eforicilr dl this Is d entity, your social security number (page .For However, for a resident alien, sots proprietor, of disregarded entity, see the Part I Instructions on page 3, Far other entities, It Is Your employer Ideritification'number (EIN). if you do not have a number, see How to pet a TIN on pa9e 3. of Note. If the account Is In more than one name, see the instructions for line 1 and the chart on page:4 for I Employer fdentilfoatton number guidellnos on whose number to enter, 3 9 6 1 0 0 5 1 51 61 3 Certification Under penalties of perjury; l certify that: 1. The number shown on this form Is my correct taxpayer Identification number (or I am waiting for a number to be issued to me), and 2. tam not subject to backup withholding because: (a)1 am exempt from backup withholding, or. (b).1 have not been notified by the internal Revenue Service (IRS) that I ant subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that: I am no longer subject to backup Withholding, and 3, 1 am a U.S. citizen or other 0,S: person (defined below); and 4, The FATCA code(s) entered on this form (if any) Indicating that 1 am exempt4rom FATCA reporting Is correct. Certification Instructions, You must cross out Item 2 above if you have been. notified by the IRS that you are currently subject to backup withholding because you have tailed to report all interest and dividends on your tax return. For real estate transactions, Item 2 does not apply; For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest. and dividends, you are. npl required to sign the certification, but you Must provide your correct TIN. See the instructions on page 3. Sign Signature of Here U.S. person 0- c� � t�� � Date> t q 13DI b General Instructions section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about' developments affecting Form W-9 (such as legialailon enacted after we release it) Is at wwwJrs,,goV1Av9. Purpose of Form An Individual or entity (Form. W9 requester) who is required to.file an lnformatlon return with the IRS must obtain your correct taxpayer identification number (TW) which may be your social security number ISSN), Individual taxpayer Identification nurnbar.(ITIN), adoption taxpayer Identification number (ATIN), or employer identification number (EIN); to report on an Information return the amount paid:to you, or other amount reportable an an Information return. Examples of Information returns Include, blit are not'limited to, the following: 4 Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stooks or mutual funds) • Forni 1088-M€I$C (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fond safes and eo_ rtain other transactions by brokers) • Form 1099-8 (proceeds from real estate transactions) • Form 1099-K (merchant card and thlyd party networklransaotions) v Form 1098 (home hiorttdage Interns[), 1098-E (student loan Interest), 1098-T (tuition) v Form 109.9-C (canceled debt) + Form 1099-A (acquisition or'abandonment of secured property) Use Form W-9 only If you are a U.S. person (Including'a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a rlN, you might be. subject to backup withholding. See What is backup Withholding? on page 2. 13y signing the filled -out form, you; 1. Certify that the TIN you are giving is correct (or.you are wailing for a number to be issued), 2. Certify that you are not subject to backup withholding, or .3. Claim exemption from back up: withholding 11 you are A U.S. exempt payee. Il applicable, you are also certifying that as a U.S, person, your allocable shwe.of any partnership Income from a U;S, trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4, Certify that FATCA code(s) entered on this form (If any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCAreporfing7 on pago 2 for further Information. Cat. No. 10231X Form W-9 (Rev. 12-2014) Exhibit C The WEDC/City Agreement When Awarded [not attached] [Exhibit B to Redevelopment Agreement dated as of , 2019]