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HomeMy WebLinkAboutRedevelopment Agreement Thomas Masters, Rogan Stores & Phoenix Realty 11111 IH Redevelopment Agreement $ Tx:4373629 6 DOC# 1791305 Document Number Document Title NATALIE STROHMEYER REGISTER OF DEEDS WINNEBAGO COUNTY, WI Redevelopment Agreement between City of Oshkosh, Thomas Masters, Rogan RECORDED ON: Stores, LLC a Wisconsin limited liability company, Phoenix Realty, LLC a 06/12/2019 01:56 PM Wisconsin limited liability company and Reilly Real Estate, LLC a Wisconsin RECORDING FEE: limited liability company for the Wisconsin Economic Development Corporation PAGES: 37 Idle Industrial Sites Redevelopment Grant for redevelopment of property generally located north of West South Park Avenue, west of South Koeller Street, south of Recording Area l3 '� West 20th Avenue, and east of Interstate 41. Name and Return Address Cno,tes(/ City Attorney's Office Oshkosh,WI 54902-1130 913-2310-0401 913-2310-0402 913-2310-0403 Parcel Identification No. 2175 South Koeller Street Parcel ID No. 913-2310-0401 Lot 1 of Certified Survey Map 3521 Document Number 947777 recorded at the Register of Deeds all in the 13'h Ward,City of Oshkosh, Winnebago County Wisconsin. 2185 South Koeller Street Parcel ID No. 913-2310-0402 Lot 2 of Certified Survey Map 3521 Document Number 947777 recorded at the Register of Deeds all in the 1361 Ward,City of Oshkosh,Winnebago County Wisconsin. 0 South Koeller Street Parcel ID No. 913-2310-0403 Lot 1 of Certified Survey Map 5964 Document Number 1410416 recorded at the Register of Deeds all in the 13th Ward, City of Oshkosh, Winnebago County Wisconsin. Drafted By: Andrea Flanigan Oshkosh, WI 54903-1130 REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of the 6'11— day of M 2019 (the "Effective Date") by and among Thomas Masters, an individual ("Masters"), ogan 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 Exhibit C. 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 page intentionally left blank. Signatures on following pages.] 5 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 HOMAS MASTERS By: . o►-- Ma � -ohloff, City . ag r And: l lire ROGAN ,TORES OSHKOSH LLC, by Pamela R. Ubrig, City erk ROGAN S •OES, INCORPORATED, its sole memb- And: irr LarsonL r • Trena , inance Director By: Approved as to form: Patrick A. Rogan, ' esident of Rogan Shoes, Incorp,,rated, its sole member renson, C' tt rney PHOENIX REALTY, LLC By: David M. Marks, its Manag_r REILLY REAL ESTATE, LLC By: Name: Title: [Rest of page intentionally left blank. Notary signatures on following page.] [Signature Page to Redevelopment Agreement dated as of NIW.►1 1r, 2019] STATE OF WISCONSIN ) ) ss. NNEBAGO COUNTY ) Personally came before me this day of , 2019, the above named Thoma- Masters, to me known to be the persons who executed the foregoing instrument and acknowledged same as and for said company, by its authority. Notary Public, Winnebago County, WI My Commission Expires: STATE OF WISCON ) ) ss. WINNEBAGO COUNTY ) Personally came befor: me this day of , 2019, the above named Patrick A. Rogan, President of ' •gan Shoes, Incorporated, the sole member of Rogan Stores Oshkosh LLC to me known to b_ the person who executed the foregoing instrument and acknowledged same as and for said 'ogan Stores Oshkosh LLC, by his authority as President of Rogan Shoes, Incorporated.. Nota Public, Winnebago County, WI My Co ission Expires: STATE OF WISCONSIN ) ) ss. WINNEBAGO COUNTY ) Personally came before me this day of , 2019, the above named NAME, registered agent of Phoenix Realty, LLC to me known to :- the persons who executed the foregoing instrument and acknowledged same as and for said co, pany, by its authority. Notary Public, Winnebago County, I My Commission Expires: STATE OF WISCONSIN) ) ss. WINNEBAGO COUNTY ) Personallycame before me this 1 3 day of 2019, the above named Mark Rohloff, City Manager, Pamela R. Ubrig, City Clerk, and Tr 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. vN. tea. c. NotaryPublic, g County, WI WinnebagoY My Commission Expires: 9/20)21 [Signature Page to Redevelopment Agreement dated as of Apr.1 Ir. 2019] IN WITNESS WHEREOF, the City and the Aviation Plaza Owners have respectively caused this Agreement to be duly executed as of the Effective Date. ITY OF OSHKOSH T' •MAS MASTERS By: M. Rohloff, City Mana.- r And: ROGAN ST• -ES 0 KOSH LLC, by Pamela '. Ubrig, y Clerk ROGAN SHO •, CORPORATED, its sole member And: _ Trena .rson, Fi s .nce Director By: Approve. .s to form: Pa ick A. Rogan, Presiden .f 'ogan Shoes, Incorporated, it ole memberIX Inn Lorenson, City Attorney PHOEN REALT , LL By: Da i . arks, its Mana er R REAL ESTATE, L By: yler G. Reilly, i 'dent [Rest of page intentionally left blank. Notary signatures on following page.] {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of (`\0.,9 I3, 2019] STATE OF WISCONSIN ) _ ) ss. WASHINGTON COUNTY ) Personally came before me this day of May, 2019, the above named Thomas Masters, to e known to be the persons who executed the foregoing instrument and acknowledged s e as and for said company, by its authority. Notary Public, Washington County, WI My Commission Expires: STATE OF WISCONSIN ) ` ss. RACINE COUNTY Personally came before me this ay of mAY, 2019, the above named Patrick A. Rogan, President of Rogan Shoes, Incorporated, e sole member of Rogan Stores Oshkosh LLC to me known to be the person who executed th foregoing instrument and acknowledged same as and for said Rogan Stores Oshkosh LLC, by his' thority as President of Rogan Shoes, Incorporated.. Notary Public, Racine Count , WI My Commission Expires: STATE OF WISCONSIN ) ) ss. MILWAUKEE COUNTY ) Personally came before me this d day of May, 2019, the above named David Marks, Manager of Phoenix Realty, LLC to me known to be the persons who executed the .,.0 ,:''''c: instrument and acknowledged same as an for said company, by its authority. ►►►�' � ( NO TA R` 7 , cn Nota Publi Milwauke Co nty, WI �BLIG 1►. My Commis i n Expires: tal • ? c WISGGC ► TATE OF WISCONSIN ) ,�►' ss. WINNE: 0 COUNTY ) Personally came •_ • e me this day of May, 2019, the above named Mark Rohloff, City Manager, Pamela • is, City Clerk, and Trena Larson, Finance Director, of the City of Oshkosh, to me known to be the •_ ons who executed the foregoing instrument and acknowledged same as and for said Corporation, • s authority. Notary Public, Winnebago Cou WI My Commission Expires: {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of r,r, 2019] IN WITNESS WHEREOF, the City and the Aviation Plaza Owners have respectively caused this Agreement to be duly executed as of the Effective Date. ► TY OF OSHKOSH THOMAS TERS By: Mar Rohloff, City Manager And: ROGAN STORES OSHKOSH LLC, by Pamela R. brig, City Clerk ROGAN SHOES, INCORPORATED, its sole member And: Trena Larson, Fi .nce Director By: Anjavir Approved as to form: Patrick A. "ogan, President of Rogan S oes, Incorporated, its sole member Lynn Lorenson, City Attorney OENIX REALTY, LLC By: David M. ks, its Manager REILLY REAL ESTAT , LC By: Tyler G. Reilly, its President [Rest of page intentionally left blank. Notary signatures on following page.] {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of .3_, 2019] STATE OF WISCONSIN ) ) ss. WASHINGTO TY ) Personally came before his day of May, 2019, the above named Thomas Masters, to me known to be the p s who executed the foregoing instrument and acknowledged same as and for said company, s authority. Notary Public, Washington t , WI My Commission Expires: STATE OF WISCONSIN ) ) ss. RACINE COUNTY ) rol- Personally came before me this a day of mAY, 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 Preside of Rogan Shoes, Incorporated.. No ry Public, acine County, WI My Commission : irD vets S ° TE OF WISCONSIN ) ss. MILWAU COUNTY ) Personally :.me before me this day of May, 2019, the above named David Marks, Manager of Phoenix -.Ity, LLC to me known to be the persons who executed the foregoing instrument and acknowle• • -• same as and for said company, by its authority. otary Public, Milwaukee County, WI M ommission Expires: STATE OF WISCONSIN ) ) ss. WINNEBAGO COUNTY ) Personally came before me this day of May, 5 19, the above named Mark Rohloff, City Manager, Pamela R. Ubrig, City Clerk, and Trena Lars. , Finance Director, of the City of Oshkosh, to me known to be the persons who executed the fo :wing instrument and acknowledged same as and for said Corporation, by its authority. Notary Public, Winnebago County, WI My Commission Expires: {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of MOM 13 , 2019] IN WITNESS WHEREOF, the City and the Aviation Plaza Owners have respectively caused this Agreement to be duly executed as of the Effective Date. CIT OF OSHKOSH THOMAS MASTERS By: 14 Mark -ohloff, City Manager And: "OGAN STORES OSHKOSH LLC, by Pamela R. brig, City Clerk R"GAN SHOES, INCORPORATED, its sol- member And: Trena Larson, inance Director By: Approved as to form: Patrick A. Ro.an, President of Rogan Shoes, Incorporated, its sole member Lynn Lorenson, City Attorney PHOENIX REALT , LLC By: David M. Marks, its M. ager REILLY REAL ESTATE, LL• By: Tyler G. Reilly, its President [Rest of page intentionally left blank. Notary signatures on following page.] {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of tA \3, 2019] STATE OF WISCONSIN ) ) ss. WASHINGTON COUNTY ) Personally came before me thisJ1--d' day of May, 2019, the above named Thomas Masters, to me known to be the persons who executed the foregoing instr�. �" rN\ acknowledged same as and for said company, by its authority. �Q�� TA cGs Notary Pu:rc, ashi 4.ton County, WI 'i A My Commission Expires: 5 a kd%t UB t \�' �_ S' A TE OF WISCONSIN ) \\F pF W\S�i ss. �+ RACI . COUNTY ) Pers. ally came before me this day of mAY, 2019, the above named Patrick A. Rogan, Presi.: t of Rogan Shoes, Incorporated, the sole member of Rogan Stores Oshkosh LLC to me know o be the person who executed the foregoing instrument and acknowledged same as and for sai• -ogan Stores Oshkosh LLC, by his authority as President of Rogan Shoes, Incorporated.. Notary Public, Racine County, WI My Commission Expires: STATE OF WISCONSIN ) ss. MILWAUKEE COUNTY ) Personally came before me this day • May, 2019, the above named David Marks, Manager of Phoenix Realty, LLC to me known to be e persons who executed the foregoing instrument and acknowledged same as and for said co any, by its authority. Notary Public, Milwau' -e County, WI My Commission Expires. STATE OF WISCONSIN ) ) ss. WINNEBAGO COUNTY ) Personally came before me this day of May, 2019, the ab• e named Mark Rohloff, City Manager, Pamela R. Ubrig, City Clerk, and Trena Larson, Finance I irector, of the City of Oshkosh, to me known to be the persons who executed the foregoing in- rument and acknowledged same as and for said Corporation, by its authority. Notary Public, Winnebago County, WI My Commission Expires: {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of [•'jc l, 2019] IN WITNESS WHEREOF, the City and the Aviation Plaza Owners have respectively caused this Agreement to be duly executed as of the Effective Date. C Y OF OSHKOSH OMAS MASTERS By: Mar 'ohloff, City Manager And: ROGA STORES OSHKOSH LLC, by Pamela R. ► .rig, City Clerk ROGAN HOES, INCORPORATED, its sole mem er And: Trena Larson, Fi -nce Director By: Approved as to form: Patrick A. Rogan, 'resident of Rogan Shoes, Inco orated, its sole member Lynn Lorenson, City Attorney PHOENIX REALTY, LLC By: David M. Marks, its Manager REILLY REAL ESTATE, LLC By: Ty er . Reilly, its President [Rest of page intentionally left blank. Notary signatures on following page.] {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of N 1 3 , 2019] • STATE OF WISCONSIN ) ) ss. WINNEBAGO COUNTY ) Personally came before me this g-+41 day of May, 2019, the above named Tyler G. Reilly, to me known to be the persons who executed the foregoing instrument and acknowledged same as and for said company, by its authority. ' � E: G•9ge••., Notary blic, Winnebago County, WI My Commission Expires: 3/8 o?„ � Ry OTA PUBOG r'2 ofWWSG ,, ,•,,/f/1111111\,,,,,\\ {07462686.DOCX.1}[Signature Page to Redevelopment Agreement dated as of �3 , 2019] ExHiBi1 A 1`...----/ ''' ' insoll ------:--- '..- - ' `. - -- - -''' . : r71, .'-'''- 1T ' - rillir , - m rr 0 -20TH-AV to , i ftf • ---- _• 11 A • � , eve a cam_. ' 1 14 1 - - ?-• ./- ,e'_...,-i-,k s4„ or•,.:..A-7-'7''r_'7_.'...,'.9c.'.t.'''f; -N71, 11 t' n i.. ar.c f: nt Proposed restaurant �,,i and family entertainment • A 'i tA,4i '' I). facility owned by Masters ,---;, ,;1,;• �. 1 .<. ._ ln : �. . • i ,12- ...;,,,..,:: ' . — . --... . P. , I 1 • Cyr r i /• RY 1'i: �� t wet s` ,a °i' .— - r v -_-_Iq .. ' t • . •♦ � Vacant space for lease ' 1''`'''. ' • owned by Mastersill 7"1""N i Pi.:2; I .�.... I tll'/IIfi141 v. �— _91.1 ] .p i — — Rogan's Shoes 1 t ;. R �. 1:11 iiiiilliammiulmr. R . l_ Vacant space for lease owned by Rogan Stores ' �' r t Oshkosh LLC \ il, 1 41 . \ i . r.., i • -74 ^r : 1 1 "r: '7:- Proposed :xt:erne'Cu.stoihms"1,79..r office, warehouse, and op I l r _ T R , 'A# ../f"-s 1 - i 4\V , r? 1 fs 1 y Aviation Plaza Redev n t N 1in=0.04mi _ an maintains a ai_ GIS 1 in=225ft The City of Oshkosh creates and maintains GIS maps and data for its own use. They may show the City approximate relative location of property, boundaries and other feature from a variety of sources. of These map(s)/datasets are provided for information purposes only and may not be suffiaent or Printing Date:4/4/2019 Oshkosh appropriate for legal, engineering, or surveying purposes. They are provided "AS-IS" without Prepared by: City of Oshkosh,WI warranties of any kind and the City of Oshkosh assumes no liability for use or misuse. J:1GISIGIS_Base_MapslEngineering Base Map mxd User:kellyn APP(C)-1.0(08/2018) EXHIBIT B WISCONSI N ECONOMIC DEVELOPMENT CORPORATION COMMUNITY APPLICATION SECTION I-APPLICANT INFORMATION Legal Entity: ®City ❑Town ElVillage ❑County ❑Tribal Entity ❑Nonprofit (Attach copies of IRS documents showing acceptance of Federal Tax Exempt Status) ❑Other Governmental Unit Legal Name: City of Oshkosh Trade Name: Mailing Address: 215 Church Ave City, State, Zip: Oshkosh, WI 54903 FEIN: 39-6005563 DO NOT ENTER SSN NAICS: 999300 (Federal Employee Identification Number—Tax ID or Social Security Number) Fiscal Year End Date: 12/31/2019 Check box if W-9 is attached to the application FA 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: SECTION II-INFORMATION ON LEGAL PROCEEDINGS Has the applicant been involved in a lawsuit in the last 5 years? ®Yes ❑No Has the applicant been involved in a bankruptcy or insolvency proceeding in the last ❑Yes ®No 10 years, or are any such proceedings pending? Has the applicant been charged with a crime, ordered to pay or otherwise comply ❑Yes No with civil penalties imposed, or been the subject of a criminal or civil investigation in the last 5 years? Does the applicant have any outstanding tax liens? ❑Yes No Please attach a detailed explanation of any YES responses. SECTION III-STATE REQUESTS FOR BID OR PROPOSAL Are you aware of any State of Wisconsin request(s) for bid or request(s) for proposal ❑Yes ®No 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) tWISCONSIN ECONOMIC DEVELOPMENT CORPORATION CERTIFICATION STATEMENT THE APPLICANT CERTIFIES TO THE BEST OF ITS KNOWLEDGE: 1. 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: 1. 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 Workforce Development ("DWD"), and to use such information solely far 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 ❑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 Authorized Representative of Applicant Organization) P PP Printed Name: Mark A. Rohloff Title: City Manager Applicant Organization Name: City of Oshkosh Pare 2 of 2 APP(C)-ISR-3.0(08/2017) itWISCONSIN ECONOMIC DEVELOPMENT CORPORATION IDLE SITE REDEVELOPMENT SECTION A-INITIAL ELIGIBILITY 1. The property is larger than 5 acres and has had over 25 years of industrial ®Yes ❑ No usage. -OR- The property is larger than 10 acres and has had over 25 years of commercial usage. 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 access the property and perform the work proposed in the application. 4. The applicant agrees that grant funds will NOT be used for environmental ®Yes ONO work occurring on properties in which the current owner is also a causer 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." SECTION B-SITE DETAILS Location: ®City ❑Town ❑Village: County: Winnebago Street Address: 2175 S. Koeller, 2145 S. Koeller, 2105 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 ©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 MN() Page 1 of 4 If yes, was the declaration within 24 months prior to submitting an application? ❑Yes No If yes, date of declaration: Does the applicant or end user currently own the property on which work is to occur? ®Yes ®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 SECTION C-REGULATORY INFORMATION (if applicable) DNR Project Manager Name and Mailing Address: Phone: E-mail: Indicate the various case numbers or BRRTS numbers that have been assigned to the project site: 1. 2. 3. SECTION D-REDEVELOPMENT NARRATIVES Please provide detailed descriptions regarding the following aspects of your Included Attachment project: ✓ # 1. Project Objectives: Provide a clear, accurate and concise summary of 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 theproposed project. Describe how this_Kject 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) SECTION E-REQUIRED SUPPORTING DOCUMENTATION 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 TID 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 II d. Page 4 of 4 WEDC Grant Budget- Overall APP(C)-ISR-BUDGET-3.1 (05/2016) jak WISCONSIN ECONOMIC DEVELOPMENT CORPORATION IDLE INDUSTRIAL REDEVELOPMENT SITE PROJECT BUDGET SOURCES OF FUNDING USES OF FUNDING (TIF, DNR, CDBG, USDA, Developer, etc.) TOTAL 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) Acquisition $ $ $C'hck here to enter $ $ $ $ anxnmt. Building Renovations $138,193 $800,000 $1,168,703 $ $ $ $2,106,896 Remediation $ $ $ $ $ $ $ Site Improvements: $ $ $ $ $ $ $ • Streets $ $ $ $ $ $ $ • Sewer/Water $130,465 $174,207 $ $130,217 $ $ $434,889 • Public Space $ $ $ $ $ $ $ • Parking $175,146 $660,309 $ $ $ $ $835,455 • Other: Stormwater $56,196 $118,894 $ $53,288 $ $ $228,378 Mgmt. System Demolition $ $ $ $ $ $ $ Other (explain): ( iio.h.,:. $ $ $ $ $ $ $ t:,f TOTAL USE OF FUNDS $500,000 $1,753,410 $1,168,703 $183,505 $ $ $3,605,618 Please •rovide the followin• for the sources listed above Source Source Name Contact Name Contact Title Email Address Phone Number 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) tWISCONSIN ECONOMIC • DEVELOPMENT CORPORATION IDLE INDUSTRIAL REDEVELOPMENT SITE PROJECT BUDGET SOURCES OF FUNDING USES OF FUNDING (TIF, DNR, CDBG, USDA, Developer, etc.) TOTAL SOURCE#1 SOURCE SOURCE#3 SOURCE#4 SOURCE#5 WEDC NAME: #2 NAME: NAME: NAME: Click here to NAME: Click here to Home Town Developer Phoenix enter text. enter text. Cash Realty Acquisition $t h,1 h,rr t $Glick here to enter $Cli k he to enter $ $Click here to enter ttnun,nt. $ $t'li h .,ent;r amount. amount. Building Renovations $138,193 $1,168,703 $800,000 $ $ $click here to enter amount $2,106,896 Remediation $ $ $ $ $ $ $ Site Improvements: $ $ $ $ $ $ $ • Streets $ $ $ $ $ $ $ • Sewer/Water $55,806 $(hek here to citI,T $ $130,217 $ $ $186,023 am„iin;. • Public Space $ $ $ $ $ $ $ • Parking $ $ $ $ $ $ $ • Other: Stormwater $22,838 $ $ $53,288 $ $ $76,126 Demolition $ $ $ $ $ $ $ Other (explain): Clr k it.r,,t„ $ $ $ $ $ $ $ ,.ntcr rUnt. TOTAL USE OF FUNDS $216,837 $1,168,703 $800,000 $183,505 $ncck here to enter amount $Click hare to enter amount. $2,369,045 Please •rovide the followin• for the sources listed above Source Source Name Contact Name Contact Title Email Address Phone Number 1. Hometown Bank Nate Kok Vice President Nkok@htbwi.com 920-731-4190 2. Developer Cash Heath Mynsberge Attorney HGM@dempseylaw.com 920-235-7300 3. Phoenix Realty, LLC Ryan Holzhauer 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) tWISCONSIN ECONOMIC DEVELOPMENT CORPORATION IDLE INDUSTRIAL REDEVELOPMENT SITE PROJECT BUDGET SOURCES OF FUNDING USES OF FUNDING (TIF, DNR, CDBG, USDA, Developer, etc.) TOTAL SOURCE#1 SOURCE#2 SOURCE #3 SOURCE#4 SOURCE #5 WEDC NAME: NAME: BMO NAME: WBD NAME: Click here NAME: Developer Harris to enter text. Cash Acquisition $ $ $ $ $ $ $ Building Renovations $ $ $ $ $ $ $ Remediation $ $ $ $ $ $ $ Site Improvements: $ $ $ $ $ $ $ • Streets $ $ $ $ $ $ $ • Sewer/Water $18,852 $43,991 $ $ $ $ $62,843 • Public Space $ $ $ $ $ $ $ • Parking $175,146 $660,309 $ $ $ $ $835,455 • Other: Stormwater $22,838 $53,288 $ $ $ $ $76,126 Demolition $ $ $ $ $ $ $ Other (explain): cia;:k h.r.k, $ $ $ $ $ $ $ TOTAL USE OF FUNDS $216,836 $757,588 $cha here to Lit, $ $ $ $974,424 I rum'nl. Please •rovide the followin• for the sources listed above Source Source Name Contact Name Contact Title Email Address Phone Number 1. BMO Harris Bank Chris Neckuty MgrBusiness Banking Christopher.neckuty@bmo.com (262) 783-1072 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) itWISCONSIN ECONOMIC ', DEVELOPMENT CORPORATION IDLE INDUSTRIAL REDEVELOPMENT SITE PROJECT BUDGET SOURCES OF FUNDING USES OF FUNDING (TIF, DNR, CDBG, USDA, Developer, etc.) TOTAL 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. here to enter text. to enter text. Cash Acquisition $ $ $ $ $ $ $ Building Renovations $ $ $ $ $ $ $ Remediation $ $ $ $ $ $ $ Site Improvements: $ $ $ $ $ $ $ • Streets $ $ $ $ $ $ $ • Sewer/Water $55,807 $130,216 $ $ $ $ $186,023 • Public Space $ $ $ $ $ $ $ Parking $(lick here to enter $Click here to enter $ $ $ $ Snick here to enter • amount. amount. amount. • Other: Stormwater $10,520 $65,606 $ $ $ $ $76,126 Demolition $ $ $ $ $ $ $ Other (explain): Click lime t„ $ $ $ $ $ $ $ ,.ntcr teat. TOTAL USE OF FUNDS $66,327 $195,822 $Click here to enter $ $ $ $262,149 smount. Please •rovide the followin• for the sources listed above Source Source Name Contact Name Contact Title Email Address Phone Number 1. Developer Cash Joseph Muratore VP and General Counsel imuratorejrPsbcglobal.net 262-898-3677 2. Click here to enter text. ('lick 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 • EXHIBIT C CONTRACT# ISR FY19-24651 IDLE INDUSTRIAL SITES REDEVELOPMENT GRANT AGREEMENT BETWEEN THE WISCONSIN ECONOMIC DEVELOPMENT CORPORATION AND CITY OF OSHKOSH This Agreement is entered into pursuant to Chapter 238 of the Wisconsin Statutes between the Wisconsin Economic Development Corporation ("WEDC"), a public body corporate and politic authorized to grant funds for the purpose of economic development pursuant to Chapter 238 of the Wisconsin Statutes, and the City of Oshkosh ("Recipient"). Certain capitalized terms are defined in Section 1 of this Agreement. WITNESSETH WHEREAS,the Recipient has submitted an Application to WEDC,requesting funds from WEDC's Idle Industrial Sites Redevelopment Grant Program ("Idle Sites Funds"); WHEREAS, WEDC has determined that the Recipient is an eligible recipient of an Idle Sites Funds; and WHEREAS, in reliance upon the Recipient's Application, WEDC has approved the Recipient for up to Five Hundred Thousand Dollars($500,000) in Idle Sites Funds. NOW, THEREFORE, for valid consideration, the receipt of which is hereby acknowledged, and in consideration for the promises and covenants in this Agreement, WEDC and the Recipient agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a) "Agreement" means this agreement, to include all documents required to be delivered contemporaneously with the execution and delivery of this Agreement,and the attached Exhibits, together with any future amendments executed in compliance with Section 21 of this Agreement. (b) "Application"means the materials submitted by the Recipient to WEDC relating to this allocation of Idle Sites Funds. (c) "Effective Date" means the date on which this Agreement is fully executed by both parties. (d)"Eligible Project Costs" means costs for which Idle Sites Funds and Matching Funds may be used, as outlined in Section 3(b) of this Agreement, which the Recipient incurs between the Project Start Date and the Project End Date. Page 1 of 12 (e) "Idle Sites Funds" means the grant monies the Recipient is eligible to receive from WEDC's Idle Industrial Sites Redevelopment grant program in accordance with this Agreement. (f) "Ineligible Costs" means costs incurred prior to the Project Start Date; costs for new construction; amounts due pursuant to lien claims of or fees to the Department of Natural Resources, Environmental Protection Agency, or taxing authorities; costs related to grant applications or bid preparation; costs which may be covered by other grant or statutory programs, including PECFA;Phase I and Phase II Environmental Studies;permits;performance and payment bonds; contingencies; acquisition costs, new construction costs, relocation fees, developer fees; insurance premiums; zoning changing costs; marketing studies; supplies and the purchase of moveable equipment; decorative landscaping and fencing; parking lot paving for non- environmental reasons and striping; non-environmental post-construction clean-up costs; signage and advertising; financing fees, interest payments, or the assumption of debt; mergers and acquisitions, refinancing, debt consolidation or restricting of existing debt, relocation fees; accounting, legal, appraisal, and architectural fees; project administration fees, including costs associated with WEDC compliance reporting, schedules of expenditures, and payment requests. (g) "Leverage" means funding provided for the Project other than Idle Sites Funds, including Matching Funds. (h) "Matching Funds" means non-WEDC funds secured by the Recipient to meet the pro rata match requirement of Idle Sites Funds under this Agreement. (i) "Project" means the Recipient's redevelopment of the Aviation Plaza, in accordance with the Recipient's Application and the terms of this Agreement. (j) "Project End Date"means June 30,2021,the date on which the Project will be complete and the last day which the Recipient may incur costs against Idle Sites Funds and Matching Funds. (k) "Project Location" means the site or sites at which the Project will take place, specifically 2175, 2145, and 2105 South Koeller Street, Oshkosh,Wisconsin. (I) "Project Start Date" means July 1, 2019, the date on which the Project begins, and the Recipient may start incurring costs against Idle Sites Funds and Matching Funds. (m) "Recipient"means the City of Oshkosh. (n) "WEDC"means the Wisconsin Economic Development Corporation,together with its successors and assigns. 2. Idle Sites Funds. Subject to the terms and conditions set forth in this Agreement, and in Wisconsin law, WEDC shall provide to the Recipient a grant of up to Five Hundred Thousand Dollars ($500,000) in Idle Sites Funds. 3.Recipient's Obligations. The Recipient will: (a) Complete the Project as contemplated by the Application and in accordance with the terms of this Agreement. Page 2 of 12 (b) Use the Idle Sites Funds and Matching Funds for Eligible Project Costs, incurred between the Project Start Date and Project End Date, as outlined in the following budget: USES SOURCES Budget Code Eligible Protect Costs Idle Site Funds Private Funds TOTAL 0370 Rehabilitation _ $138,193 $1,968,703 $2,106,896 0415 Infrastructure $361,807 $1,136,915 $1,498,722 TOTAL $500,000 $3,105,618 $3,605,618 (i) Eligible Project Costs to be applied to Idle Sites Funds for Rehabilitation include specifically the rehabilitation of the former J.C. Penny building. (ii) Eligible Project Costs to be applied to Idle Sites Funds for Infrastructure include specifically site utilities and parking lot construction/upgrades. (iii)Eligible Project Costs to be applied to Matching Funds for Rehabilitation include specifically the rehabilitation of the former J.C.Penny building. (iv) Eligible Project Costs to be applied to Matching Funds for Infrastructure include specifically site utilities and parking lot construction/upgrades. (c) Not use Idle Sites Funds or Matching Funds on Ineligible Costs. (d) Secure Matching Funds from non-WEDC sources sufficient to achieve the match requirement of Idle Sites Funds under this Agreement. Matching Funds must equal at least One Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($1,166,667), to achieve the full amount of the Idle Sites Funds under this Agreement. (e)Provide acknowledgement of WEDC's participation in the Project in any signage at the Project Location, and any planning and feasibility documents related to the Project. (f) Provide reports to WEDC as further described in Section 5 of this Agreement, in such form as required by WEDC. 4. Release of Funds.WEDC will release the Idle Sites Funds contemplated by this Agreement to the Recipient on a disbursement basis. The Recipient may request the Idle Sites Funds in up to Four(4)disbursements and each disbursement will be contingent on the following: (a) The Recipient submitting to WEDC a request for payment of funds in such form as required by WEDC, a sample of which is attached to this Agreement as Exhibit A. (b) The Recipient submitting to WEDC a report detailing the dollar amount and purpose of the Eligible Project Costs included in the request for disbursement as well as the dollar amount and purpose of each expenditure that the Recipient has contributed to the Project since the date of the previous disbursement of Idle Sites Funds. (c) The Recipient submitting to WEDC documentation of the Eligible Project Costs incurred against the Idle Sites Funds, and the Recipient submitting to WEDC documentation of the Eligible Project Costs incurred against Matching Funds. The amount of Matching Funds incurred for any request must be in an amount pro rata with the Idle Sites Funds being requested. Such documentation may include, but not be limited to,purchase orders or invoices. Page 3of12 (d) The Recipient being in compliance with this Agreement, and any other agreements by and between the Recipient and WEDC. (e) The Recipient submitting to WEDC an executed developer's agreement. (f) The Recipient requesting all Idle Sites Funds no later than September 30, 2021. 5. Reporting. The Recipient shall provide reports to WEDC according to the following requirements: (a) Annual performance reports, due according to the Schedule of Reporting set forth in Section 5(b) below, in such form as required by WEDC. The report shall include information required by WEDC to determine Project performance which shall include, at a minimum, a financial overview and narrative summary on the progress of the Project to date, Project expenditures,and the Recipient's progress on achieving the goals related to the following Project- specific metrics: Metric Goal* Taxable Property Value $14,400,000 Capital Investment $3,605,618 Leverage-Total $3,105,618 *These goals represent anticipated Project outcomes and failure to achieve these goals will not constitute an Event of Default,unless they are noted as a requirement elsewhere in the Agreement. (b) Schedule of Reporting: PERIOD COVERED DOCUMENTATION DUE DATE See Section 6 Below Schedule of Expenditures See Section 6 Below July 1,2019-June 30,2020 Annual Performance Report September 1,2020 July 1,2019-June 30,2021 Annual Performance Report September 1,2021 (c) Within Thirty (30) days, notify WEDC in writing of any event or occurrence that may adversely impact the completion of the Project as represented in Recipient's Application.Adverse impacts include,but are not limited to, lawsuits,regulatory intervention, and inadequate capital to complete the Project. 6. Schedule of Expenditures. Consistent with Wis. Stat. § 238.03(3)(a), the Recipient must submit to WEDC, within 120 days after the end of the Recipient's fiscal year in which any grant or loan funds were expended, a schedule of expenditures of the grant or loan funds, including expenditures of any matching cash or in—kind match, signed by the director or principal officer of the recipient to attest to the accuracy of the schedule of expenditures. The Recipient shall engage an independent certified public accountant to perform procedures, approved by WEDC and consistent with applicable professional standards of the American Institute of Certified Public Accountants,to determine whether the grant or loan funds and any matching cash or in—kind match Page 4 of 12 were expended in accordance with the grant or loan contract. The Recipient must make available for inspection the documents supporting the schedule of expenditures. 7. Event of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" for the purposes of this Agreement: (a) The Recipient ceases the Project within Five (5) years of the Effective Date of this Agreement and commences substantially the same economic activity outside the State of Wisconsin. (b) The Recipient supplies false or misleading information to WEDC in connection with this Agreement, without providing a satisfactory explanation, in WEDC's sole discretion, for the false or misleading information. (c) The Recipient fails to comply with or perform, in any material respect, any of its obligations under this Agreement, without providing a satisfactory explanation, in WEDC's sole discretion, for the noncompliance. (d) The Recipient is in default under any other agreement between WEDC and the Recipient. 8. Remedies in Event of Default. (a) Upon the occurrence of any Event of Default, WEDC shall send a written notice of default to the Recipient, setting forth with reasonable specificity the nature of the default. If the Recipient fails to cure any such Event of Default to the reasonable satisfaction of WEDC within Thirty (30) calendar days, WEDC may extend the cure period if WEDC determines, in its sole discretion, that the Recipient has begun to cure the Event of Default and diligently pursues such cure, or,without further written notice to the Recipient,declare the Recipient in default. The cure period shall in no event be extended more than Ninety(90) days. In the Event of Default,WEDC shall terminate the Agreement and recover from the Recipient: (i) One Hundred percent(100%)of the funds disbursed to the Recipient under this Agreement; (ii) All court costs and attorneys' fees incurred by WEDC in terminating the Agreement and recovering the amounts owed by the Recipient under this provision; and (iii)A financial penalty of up to One Percent(1%) of the Idle Sites Funds. (b) These amounts shall be paid to WEDC within Thirty(30) calendar days of demand by WEDC hereunder. If the Recipient fails to pay these amounts to WEDC as and when due, the Recipient will be liable for the full unpaid balance plus interest at the annual rate of up to Twelve Percent(12%)from the date of the notice of Event of Default. (c) Upon an Event of Default, WEDC shall, without further notice withhold remaining disbursements of the Idle Sites Funds. Page 5of12 9. Recipient's Warranties and Representations. In addition to the other provisions of this Agreement, the Recipient hereby warrants and represents to the best of its knowledge that as of the date of this Agreement: (a) The Recipient is in compliance with all laws, regulations, ordinances and orders of public authorities applicable to it, the violation of which would have a material adverse effect on the Recipient's ability to perform its obligations under this Agreement or to otherwise engage in its business. (b) The Recipient is not in default under the terms of any loan, lease or financing agreements with any creditor where such default would have a material adverse effect on the Recipient's ability to fulfill its obligations under this Agreement. (c) The financial statements and other information provided by the Recipient to WEDC are complete and accurate in accordance in all material respects with Generally Accepted Accounting Principles where applicable and have been relied on by WEDC in deciding whether to enter into this Agreement with the Recipient. (d) There are no actions, suits or proceedings, whether litigation, arbitration, or administrative, pending or threatened against or affecting the Recipient or the Project which, if adversely determined, would individually or in the aggregate materially impair the ability of the Recipient to perform any of its obligations under this Agreement or adversely affect the financial condition or the assets of the Recipient. (e) The Recipient is unaware of any conditions which could subject it to any damages, penalties or clean-up costs under any federal or state environmental laws which would have a material adverse effect on the Recipient's ability to comply with this Agreement. (f) The Recipient has, or will acquire before commencing any work for which they are required,all necessary permits, licenses,certificates or other approval,governmental or otherwise, necessary to operate its business and own and operate its assets, all of which are in full force and effect and not subject to proceedings to revoke, suspend, forfeit or modify. (g) The Recipient has filed when due all federal and state income and other tax returns required to be filed by the Borrower and has paid all taxes shown thereon to be due. The Recipient has no knowledge of any uncompleted audit of the returns or assessment of additional taxes thereon. (h) The Recipient and the undersigned officer thereof has all necessary or requisite power and authority to execute and deliver this Agreement. (i) The execution and delivery by the Recipient of this Agreement has been duly authorized by all necessary action of the Recipient and no other proceedings on the part of the Recipient are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (j) The Recipient has available or has the capacity to secure funds necessary to cover, as and when incurred,the costs and expenditures necessary for completion of the Project,as identified in the Application and this Agreement. (k) The Recipient is not making these representations and warranties specifically based upon information furnished by WEDC. Page 6of12 (I) These warranties and representations herein are true and accurate as of the Effective Date of this Agreement, and shall survive the execution thereof. (m)The information disclosed to WEDC in the course of WEDC's evaluation of the Recipient's eligibility for the Program does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein,taken as a whole and in light of the circumstances under which they were made,not misleading. 10. Wisconsin Public Records Law. The Recipient understands that this Agreement and other materials submitted to WEDC may constitute public records subject to disclosure under Wisconsin's Public Records Law, Wis. Stats. §§ 19.31-.39, and any successor statutes and regulations. 11. Additional Requirements. (a) Project and Financial Records. The Recipient shall prepare, keep and maintain such records as may be reasonably required by WEDC to validate the Recipient's performance under this Agreement, whether held by the Recipient or by a third party conducting Project-related activities on behalf of the Recipient, and the performance reports provided to WEDC. All of the Recipient's financial records shall be complete and accurate, and prepared, kept, and maintained in accordance with Generally Accepted Accounting Principles. The Recipient shall provide such records to WEDC during the term of this Agreement as may be requested by WEDC. Such materials shall be retained by the Recipient for a period of at least Three(3)years after September 1, 2021. (b) Inspection. (i) WEDC and its respective agents, shall, upon Forty-Eight (48) hours' advance written notice to the Recipient, have the right to enter the Recipient's premises, during normal business hours, to inspect the Recipient's operations documentation relating to this Agreement, provided, however, that such access does not unreasonably disrupt the normal operations of the Recipient. (ii) The Recipient shall produce for inspection, examination, auditing and copying,upon reasonable advance notice, any and all records which relate to this Agreement,whether held by the Recipient or by a third-party conducting Project- related activities on behalf of the Recipient. (iii) WEDC reserves the right to conduct physical site visits of the Project during the term of this Agreement. (c) Authorization to Receive Confidential Information. The Recipient hereby authorizes WEDC to request and receive confidential information that the Recipient has submitted to, including any adjustments to such information by,the Wisconsin Department of Revenue("DOR") and the Wisconsin Department of Workforce Development("DWD"),and to use such information solely for the purposes of assessing the Recipient's performance for the duration of the 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 Eight(8) most recent quarters: the quarterly gross wages paid to the Recipient's employees; the monthly employee count; and the Recipient's FEIN,NAICS code, and Page 7of12 legal and trade names. The Recipient also authorizes WEDC to share information submitted to WEDC by the Recipient with the DOR and DWD and to redisclose to the public the information received from the DOR and DWD used to evaluate the Recipient's performance under its specific economic development program and the impact of WEDC economic development programs. Records exempted from the public records law by Wis. Stat. § 19.36(1)will be handled by WEDC in accordance with that law. (d) Consolidation or Merger. During the term of this Agreement, the Recipient shall provide written notice to WEDC within Thirty (30) days of any consolidation or merger with or into any other unrelated corporation or business entity. (e) Public Announcement. The Recipient agrees to cooperate with WEDC in making a public announcement of this Agreement. (f) Insurance.The Recipient covenants that it will maintain insurance in such amounts and against such liabilities and hazards as customarily is maintained by other companies operating similar businesses. 12. Conflicts. In the event of any conflict between the provisions of this Agreement and any accompanying documents,the terms of this Agreement control. 13. Choice of Law. THIS AGREEMENT AND ALL MATTERS RELATING TO IT OR ARISING FROM IT—WHETHER SOUNDING IN CONTRACT LAW OR OTHERWISE — SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED PURSUANT TO,THE LAWS OF THE STATE OF WISCONSIN. 14. Venue, Jurisdiction. Any judicial action relating to the construction, interpretation, or enforcement of this Agreement, or the recovery of any principal, accrued interest, court costs, attorney's fees and other amounts owed hereunder,shall be brought and venued in the U.S.District Court for the Western District of Wisconsin or the Dane County Circuit Court in Madison, Wisconsin. EACH PARTY HEREBY CONSENTS AND AGREES TO JURISDICTION IN THOSE WISCONSIN COURTS, AND WAIVES ANY DEFENSES OR OBJECTIONS THAT IT MAY HAVE ON PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. 15. Waiver of Right to Jury Trial. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY JUDICIAL ACTION OR PROCEEDING THAT MAY ARISE BY AND BETWEEN WEDC AND THE RECIPIENT CONCERNING OR RELATING TO THE CONSTRUCTION,INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, OR THE RECOVERY OF ANY PRINCIPAL, ACCRUED INTEREST, COURT COSTS, ATTORNEYS' FEES AND OTHER AMOUNTS THAT MAY BE OWED BY THE RECIPIENT HEREUNDER. THIS JURY TRIAL WAIVER CONSTITUTES A SUBSTANTIAL CONSIDERATION FOR AND INDUCEMENT TO THE PARTIES TO ENTER INTO THIS AGREEMENT. 16. Limitation of Liability.RECIPIENT HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER FROM WEDC ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR DAMAGES OF ANY OTHER NATURE OTHER THAN ACTUAL DAMAGES INCURRED OR SUFFERED BY RECIPIENT. Page 8of12 17. Severability. If any provision of this Agreement is held invalid or unenforceable by any Governmental Body of competent jurisdiction, such invalidity or unenforceability shall not invalidate the entire Agreement. Instead,this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid or unenforceable, and an equitable adjustment shall be made and necessary provisions added so as to give effect to the intention of the parties as expressed in this Agreement at the time of the execution of this Agreement and of any amendments to this Agreement. In furtherance of and not in limitation of the foregoing, the parties expressly stipulate that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent(not exceeding its express terms)possible under applicable law. "Governmental Body"means any federal,state,local, municipal,foreign or other government; courts, arbitration commission, governmental or quasi-governmental authority of any nature; or an official of any of the foregoing. 18. WEDC Not a Joint Venturer or Partner. WEDC shall not, under any circumstances, be considered or represented to be a partner or joint venturer of the Recipient or any beneficiary thereof. 19. Captions. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms and conditions set forth herein. 20. No Waiver. No failure or delay on the part of WEDC in exercising any power or right under this Agreement shall operate as a waiver,nor shall any single or partial exercise of any such power or right preclude any other exercise of any other power or right. 21. Entire Agreement. This Agreement embodies the entire agreement of the parties concerning WEDC's and the Recipient's obligations related to the subject of this Agreement. This Agreement may not be amended, modified or altered except in writing signed by the Recipient and WEDC. This Agreement supersedes all prior agreements and understandings between the parties related to the subject matter of this agreement. Page 9 of 12 IN WITNESS WHEREOF, WEDC and the Recipient have executed and delivered this Agreement effective the date set forth next to WEDC's signature below. WISCONSIN ECONOMIC DEVELOPMENT CORPORATION By: --- & - R bra r— Date •Scrretary E6 ��fi [re-N/z,A,, /CC, CITY OF OSHKOSH By: Mar Rohloff, Date City Manager Notices to the Recipient hereunder shall be Notices to WEDC hereunder shall be effective effective upon mailing by first class mail,postage upon mailing by first class mail,postage prepaid, prepaid, and addressed to the following person and addressed as follows: and address or such other person and address as the Recipient may designate in writing: Wisconsin Economic Development Corporation City of Oshkosh Division of Credit&Risk 215 Church Avenue P.O. Box 1687 • Oshkosh,WI 54901 Madison,WI 53701 Attn: Kelly Nieforth Attn: Idle Industrial Site Redevelopment Program Contract# ISR FY19-24651 Page 10 of 12