#4 Authorize TIF development agreement with Northwoods Holding (File Res. #2011-849)Economic Development Department Memorandum
October 24, 2011
TO: City Council
FROM: Vic Grassman, Economic Development Director
SUBJECT: Authorization for the City Manager to Enter Into a TIF Development
Agreement for TIF 25 in the amount of $100,000 with Northwoods
Holding, LLC on behalf of United Alloy.
Executive Summary
United Alloy, Inc. located at 4100 Kennedy Road, Janesville, WI has requested a
forgivable TIF loan incentive of $100,000. The company is planning to construct
at 21,000 sq. ft. addition to their existing facility at the above address.
Construction costs are estimated to be between $750,000 and $800,000.
Currently there are 86 full time positions at this facility. With this expansion
United Alloy has indicated that they will create 32 additional positions within three
years at an average wage rate of $18.00/hour plus benefits. Loan funds would
be used to assist in reducing construction costs. United Alloy currently leases
the facility from Northwoods Holding LLC. The loan would be made to
Northwoods Holding on behalf of United Alloy.
United Alloy, Inc. is an ISO 9001:2008 facility and is a certified Women-owned
business. The company manufactures the high quality diesel fuel tanks,
generator frames and heavy metal fabrications and their customer list includes
such companies as Caterpillar, Generac, Morgan Corp and Cummins Power.
TIF 25 would provide the funding. Under Wisconsin law, the maximum life of an
industrial TIF created after 10/95 but before 10/04 is twenty-three years. TIF 25
was created in 2002 thus having a life of twenty-three years. With the inclusion
of this loan, this TIF District is projected to have a positive balance of $66,127 in
th
its 20 year (2021) and a balance of $386,122 in its final year (2024).
City Manager’s Recommendation
The City Manager recommends approval.
Economic Development Director’s Recommendation
I recommend that the City of Janesville offer an incentive package of $100,000.
This would be in our traditional TIF loan format with the annual waiver of debt
service being based on the tax increment generated and employment levels.
Northwoods Holding, LLC will guarantee the repayment of the loan. United Alloy
will be responsible for achieving the employment goals as stated above.
This recommendation is based on:
The Council’s guidelines for assisting companies using TIF dollars based
on new tax increment generated from real estate expansions and/or new
construction.
This is an existing Janesville company that has, and will continue to create
good paying, skilled, full time positions for Janesville area residents.
Suggested Motion
I move to approve resolution Number 2011-849.
cc: Eric Levitt
Jacob Winzenz
Resolution 2011- 849
A Resolution Approving a TIF 25 Development Loan Agreement and Promissory Note
With Developer Northwoods Holding, LLC For United Alloy, Inc. For $100,000
WHEREAS, the Common Council of the City of Janesville created Tax Incremental Finance
District No.
25 in accord with Wisconsin’s Tax Increment Financing Laws, Wis. Stats. Sec. 66.1105, and
other applicable statutes, as from time to time amended or renumbered in order to stimulate the
development and redevelopment of industrially zoned properties; retain and increase employment;
construct, renovate and expand industrial facilities; and otherwise provide for the overall economic
health, welfare, vitality, and good of the community; and
WHEREAS, the Project Plan for TIF District 25 includes industrial and manufacturing development and
redevelopment, improvements, facility construction, expansion, and renovation, job retention and
creation, and related financing, incentives, payments, loans, and actions that effectuate and/or facilitate
these public purposes and goals; and
WHEREAS, United Alloy, Inc., is located at 4100 Kennedy Road and is planning to add a 21,000 sq. ft.
addition onto their present facility of 82,500 sq. ft.; Northwoods Holdings, LLC, is a Wisconsin limited
liability corporation conducting its principal business at 89 Forest Drive, Manitowish Waters, WI 54545
and is the Owner and Developer of this manufacturing and distribution center leased to United Alloy and
will be the “Developer” in the TIF Development Agreement; United Alloy guarantees to retain 86 full-time
jobs and shall create 22 more over a 3-year period; job levels and construction timetable were provided
by United Alloy; the forgivable loan solely for development purposes will be for $100,000 plus $23,290.10
in interest costs for a total of $123,290.10 with an annual debt service repayment in the amount of
$12,329.10; and construction costs are estimated at $750,000; and
WHEREAS, there are currently sufficient positive fund balances in the TIF District 25 improvement and
overall project accounts, and these expenditures fall within the allowable time and scope for said
Development Agreement and expenditures; and
WHEREAS, the Common Council hereby find that the City Administration has negotiated the TIF
Development Loan Agreement and Promissory Note with United Alloy and Northwoods Holdings upon
terms, conditions, promises, obligations, provisions, and purposes, consistent with the best interest of
and benefit to the City, all applicable laws, and Common Council industrial and economic development
policies, goals, objectives, and directives.
NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of Janesville that:
1. Each and every of the above recitals are reiterated and incorporated herein by reference as if fully
set forth verbatim; and
2. The Northwoods Holdings, LLC, and United Alloy, Inc., TIF 25 Development Loan Agreement and
Promissory Note are also reiterated and incorporated herein by reference as if fully set forth verbatim;
and
3. The Northwoods Holdings, LLC, TIF 25 Development Loan Agreement and Promissory Note, and
all expenditures, terms, conditions, promises, obligations, and provisions set forth therein are hereby
found to be in the best interest of, and for the benefit of, the City, and, therefore, are hereby both
authorized and approved; and
4. The City Manager and/or his designee(s) is/are hereby authorized to execute, enter into, and
effectuate the TIF 25 Development Loan Agreement and Promissory Note with Northwoods Holdings,
LLC, and United Alloy, Inc., on behalf of the City of Janesville; and
BE IT FURTHER RESOLVED, that the City Manager and/or his designee(s), on behalf of the City of
Janesville, is/are hereby authorized to administratively negotiate, draft, execute, review, enter in, modify,
amend, record, file, and otherwise effectuate the above agreements and promissory note, and/or to
make and enter into any and all other agreements, contracts, documents, papers, and forms, and/or to
take whatever other actions that the City Manager and/or his designee(s) may, from time to time and at
any time, determine necessary and/or desirable to effectuate the above transactions, agreements, and/or
above all the intent and/or purposes of this Resolution.
ADOPTED:
Motion by:
Second by:
APPROVED:
Councilmember Aye Nay Pass Absent
Brunner
Dongarra-Adams
Eric J. Levitt, City Manager
Liebert
McDonald
ATTEST:
Rashkin
Steeber
Voskuil
Jean Ann Wulf, City Clerk-Treasurer
APPROVED AS TO FORM:
Wald Klimczyk, City Attorney
Proposed by: Economic Development Director
Prepared by: City Attorney
:
Revised:
TIF DEVELOPMENT AGREEMENT FOR
A BUILDING EXPANSION LOCATED PRIMARILY IN JANESVILLE
PROPOSED TIF DISTRICT NO. 25
FOR DEVELOPMENT PURPOSES
BY AND BETWEEN
CITY OF JANESVILLE
"THE CITY"
AND
NORTHWOODS HOLDING, LLC
(The "AGREEMENT")
TIF DEVELOPMENT AGREEMENT
I. PARTIES
CITY OF JANESVILLE
A. The is a Wisconsin Municipal Corporation located in the
County of Rock, conducting its principal business at 18 North Jackson Street, Janesville, WI
CITYSELLER
(hereinafter the ""), and is the of certain real property described below;
NORTHWOODS HOLDING, LLC(NORTHWOODS
B. hereinafter “” or
DEVELOPER, is
) a Wisconsin limited liability corporation conducting its principal business at
“”
OWNER DEVELOPER
89 Forest Drive, Manitowish Waters, WI 54545 and is the and of a
manufacturing and distribution center located at 4100 Kennedy Road, Janesville, WI 53545
PROPERTY”)LESSOR
(“hereafter “ and the of approximately Eighty-Two Thousand, Five
PROPERTY UNITED ALLOY, INC.
Hundred square feet (82,500 sq.ft.) in the to (“hereinafter
UA”).NORTHWOODS UA
“ is the payor and guarantor of the repayment of the loan.
. UA
Cconducts its principle business at 4100 Kennedy Road in the City of Janesville, County
UA PROPERTY FACILITY
of Rock, State of Wisconsin. plans to continue to lease the and from
NORTHWOODS toPROPERTY
accommodate and operate a manufacturing business upon the .
PROPERTY,
This business activity plans to add a 21,000 sq. ft. addition to the existing retain
eighty-six (86) existing full-time jobs and add thirty-two (32) new positions within three years at the
FACILITY AGREEMENT/PROMISSORY
at the times noted during the duration of this
st
NOTE,
, commencing no later than the 31 day of December 2011. To this legitimate and beneficial
UACITY
purpose, shall borrow from and repay in full to the the sum of One Hundred Thousand
and 0/100 dollars ($100,000), plus all interest, costs, fees and disbursements provided in this
UA
Agreement and Note in the manner, in the amounts, and at the times set forth herein. shall use
PROPERTYFACILITY.
the $100,000 solely for development purposes at the and
II. DESCRIPTION of THE PROPERTY
PROPERTY
The located at 4100 Kennedy Road, in the City of Janesville, County of Rock,
State of Wisconsin, contained within the City of Janesville Tax Increment Financing District No. 25
consisting of an 82,500 s.f. manufacturing facility located on approximately 14.6 acres of land,
Exhibit A.
graphically depicted in attached This exhibit is incorporated herein as if fully set forth.
PROPERTY
This parcel of constitutes the .
III. PURPOSE OF AGREEMENT
PROPERTY
A. The described is located in City of Janesville T.I.F. District No. 25 and
DEVELOPER
intended to be used by the as part of an overall development project in the City of
Janesville for the construction of an additional 21,000 sq. ft. to be added to the existing
FACILITY.
manufacturing, warehousing, and distribution This project will provide, foster and
encourage additional employment; enhance the health, welfare, and benefit of the City; and add
significantly to the aesthetic nature and character of this portion of the City of Janesville.
DEVELOPER
B. To these legitimate ends and purposes the is hereby entering into this
CITY
Agreement with the in order to construct a 21,000 s.f. addition to the existing facilityand
PROPERTYCITY
develop said consistent with such overall and particular plans and in such
CITY
manner as will produce revenues to the through increased equalized value of real and personal
property, tax increments, tax payments, and/or tax equivalence payments sufficient and required
CITY
under this Agreement to repay certain T.I.F. expenditures and related costs and expenses
DEVELOPER's
within T.I.F. District No. 25. Said arrangement is to the benefit, as the T.I.F.
taxation mechanism, terms of this Agreement, and related business factors evince.
CITY
C. By approving and entering into this Agreement, the governing body of the finds the
Agreement and project each in the best interest of the city and of benefit to the community.
FACILITY
D. The further purpose of this Agreement is to facilitate the construction of the
PROPERTY FACILITY
expansionon the and lease of the which shall retain and add jobs in the
City of Janesville. This purpose shall more than adequately meet and greatly facilitate the intent and
CITY
goals of the and its land use and development plans for T.I.F. District No.25. The
DEVELOPERCITY
acknowledges that the is only able to reimburse the certain development costs
PROPERTY
on the through the T.I.F. District No. 25 Project Plan pursuant to applicable
CITY
Wisconsin laws and statutes which enable the to receive and utilize specially designated and
PROPERTY
directed future real and personal property tax revenues from the as generated by
DEVELOPER's FACILITY
thereon which increase the overall equalized value of T.I.F. District
CITY
No. 25. Further, by law, the must use such increased incremental tax revenues generated by
such development project(s) located within T.I.F. District No. 25 to repay its T.I.F. District
DEVELOPER's
development, related costs, and expenses. But for the promises and agreements
CITY
herein and representations herein and otherwise, the would not enter into this Agreement.
CITY
The relies and relied upon such representations, promises and agreements of the
DEVELOPERCITY's
for all of purposes arising from this project.
IV. THE AGREEMENT
DEVELOPER'sFACILITY
A.In consideration of the completion of the expansion on the
PROPERTY, FACILITYTENANT
lease of the additional space to the , guarantee of equalized
value and/or annual tax equivalent and minimum payments thereon described more fully, infra, and
DEVELOPER
performance by the of each and every of its other obligations set forth in this
Agreement, DEVELOPER
but only in the event that the fulfills each and every such obligation not
CITYCITY
otherwise waived in writing by the and upon satisfactory written notice to the by the
DEVELOPERDEVELOPER's
that all of the contingencies (Section IV.D.) are waived and/or are
CITY FACILITY
satisfied, the shall: Upon the issuance of a final Occupancy Permit for the upon
PROPERTY NORTHWOODS HOLDING, LLC UNITED
theloan and provide to and
ALLOY, INC. accept and promise to pay the CITY,
the sum of One Hundred Thousand and
DEVELOPMENT LOAN PROCEEDS
00/100 Dollars ($100,000.00) (hereafter the “”) in the
manner, in the amount (s) set forth in the Agreement/Promissory Note. Additional terms and
conditions of the Agreement/Promissory Note might be, and if they are set forth in a document
TIF DEVELOPMENT LOAN AGREEMENT By and Between the City of Janesville
entitled “
(“Lender) and Northwoods (Promissor”),”
it shall be attached hereto as Exhibit “B: and
incorporated and reiterated by reference as if fully set forth verbatim
NORTHWOODS HOLDING, LLC (DEVELOPER)
B. The shall:
1.Prior to the start of any construction, foundation work or installation of any structure
PROPERTY
or other improvement upon the , seek and obtain approval from the City Site Plan
and
Review Coordinator of the Site Plan exterior appearance of every structure, improvement and
DEVELOPERPROPERTY.
implementation proposed by the upon and/or for the
2.Complete or cause to be completed the 21,000 s.f. expansion to the existing
FACILITYPROPERTY
upon the as well as any leasehold improvements in the existing
FACILITY FACILITY
and obtain or cause to obtain a Final Certificate of Occupancy for the upon
PROPERTY
the from the City of Janesville Building Permit division within the Community
Development Department.
CITY
3.Provide financial documentation to the that shows that the
DEVELOPER/PROMISSOR
to be financially stable and able to repay the Development Loan to
CITY
the made under the provisions of Section IV.A. Financial documentation may include, but not
limited to, income statements and balance sheets for the past three years, proforma projections of
future sales and incomes, etc.
4. Commit to retain Eighty-Six (86) full time equivalent positions (2,080 hours)
DEVELOPERS
currently employed at the facility located at 4100 Kennedy Road and agree to
FACILITY
create an additional Thirty-two (32) full time equivalent jobs at the within three years
from the construction completion date. For the purposes of this sub-section, the employment level
DEVELOPER to
as reported by the the Wisconsin Department of Workforce Development for
unemployment compensation purposes in March 2012 shall be compared to the employment levels
DEVELOPERS
reported in February 2013 to determine the increase in employment levels.
5. Construct any and all buildings, structures and other improvement(s) of whatsoever kind
PROPERTY DEVELOPER
or nature upon the fully and solely at the expense of the , at no cost or
CITY
expense whatsoever to the , and in compliance and in conformity with:
CITY
a. each and every of the approvals and permits granted and/or issued by the
pertaining thereto; and
CITY
b. each and every applicable , Federal, state, county and other ordinance,
directive, statute, code, regulation and law in effect at the time applicable under law.
DEVELOPER's
7. Arrange, solely at cost, for the installation, connection, and lateral
extension of water, sewer, storm drainage, natural gas and underground electrical utilities from the
DEVELOPER's FACILITY
street right-of-way to the as needed.
8. Fully complete construction of not less than a 21,000 square foot expansion to the
FACILITY PROPERTY,
existing on the which addition shall increase the actual real property
PROPERTY
equalized fair market valuation of the by not less than $12,329.10. The 21,000 sf
FACILITY
expansion to the existing shall be completed no later than noon on March 31, 2012.
9. The City intends to incur direct and indirect T.I.F. District No. 25. costs and related
expenditures plus interest thereon which the City expects to be repaid from taxes and tax equivalent
DEVELOPER’s FACILITY
payments from the expansion of the located within T.I.F. District
No. 25. For purposes of this Agreement, the parties agree that the share of such costs and related
PROPERTY
expenditures applicable to the shall be One Hundred Thousand and 0/100 Dollars
($100,000.00) plus interest in the amount of Twenty-Three Thousand, Two Hundred Ninety and
95/100 Dollars ($23,290.95.00), for a total cost of One Hundred, Twenty-Three Thousand, Two
Hundred Ninety and 95/100 Dollars ($123,290.95), which total shall be referred to herein as the
"Property Break-Even Amount". Beginning in tax year 2012 (payable in 2013), and for each year
thereafter until the City's Property Break Even Amount (defined above) is satisfied in full, the
DEVELOPERhigher
shall pay to the CITY the of:
DEVELOPMENT SITE
a.the actual real and personal property taxes for the net
of any State of Wisconsin property tax credits ; or
PROPERTY
b.a combination of: (1) such real and personal property taxes for the
actually levied and paid, net of any State of Wisconsin property tax credits, and
(2) such additional sums of monies (tax equivalent payments), which together in
the aggregate amount to not less than Twelve Thousand, Three hundred Twenty
nine and 09/100 ($12,329.10), which amount equals the City’s Property Break-
Even Amount divided by ten.
DEVELOPER
If the is required to make a tax equivalent guarantee payment in addition
PROPERTY
to the real and personal property taxes for the under the terms of this sub-section, said
DEVELOPER
payment shall be due and the agrees to make such payment at the same time the real
PROPERTY
and personal property taxes for the become due and payable each property tax year.
DEVELOPER's
10. The purpose for such payments, and the intent and goal of Section
CITY
IV.B.9., is to guarantee that the fully recovers its proportionate share of T.I.F. District No. 25
DEVELOPER
expenditures from the within the recovery time period provided by law, regardless of
PROPERTY
the actual value of the or real property tax mill rate after the construction of the
FACILITYPROPERTYDEVELOPER
on the by the . The further intent and goal hereof is the
DEVELOPER's DEVELOPER
guarantee to make such additional payments in the event that the ,
for whatsoever reason without limitation, fails to construct upon or provide improvements to the
PROPERTY
which in themselves would generate sufficient value so as to enable the
DEVELOPER'sCITY
fulfillment of the minimum agreed payments to the required by Section
IV.B.9. of the Agreement.
11. For all future real estate expansions either stand alone or the expansion of an existing
DEVELOPER
facility within the City of Janesville, the agrees to meet all City of Janesville
Industrial Park Deed Restrictions, a copy of which is included in this agreement. This includes
meeting the non-metallic materials on the exterior side of the building facing a street or Interstate
Highway requirements as set forth in the Industrial Park Deed Restrictions.
PROPERTY,
C. No part, portion or whole of the during the life of T.I.F. District No. 25.,
DEVELOPER
may, by the , be sold, conveyed, transferred, leased, subleased or in any manner
whatsoever alienated, assigned, encumbered or used by any person, firm, corporation, partnership,
association, joint or other venture, or other entity of whatsoever kind or nature ("person"),
who/which would not be legally or otherwise required to pay, or who would not, could not or does
not pay in full the guaranteed minimum payments agreed to be paid pursuant to Section IV.B.9.
CITY
While the 's Property Break-Even Amount remains unpaid in full, no sale to any other person
CITY
may occur without the prior written approval of the , which approval will not be unreasonably
DEVELOPERCITY
withheld. If the pays to the the amount set forth in Section IV.F., then the
DEVELOPERPROPERTYCITYS
may sell the without the prior approval. Notwithstanding
’
DEVELOPERPROPERTY
the foregoing provisions, the shall have the right to mortgage the with
a first priority lien, to the lender of its choice to secure a construction loan for the project provided
for herein as well as any subsequent refinancing thereof without first obtaining the written approval
CITY
of the .
DEVELOPER's
D. The obligation to perform under this Agreement is subject to and
DEVELOPER
contingent upon the obtaining, prior to December 31, 2011:
1.All required approvals, including signage and exterior appearance, by all governmental
FACILITY
agencies necessary for the design and construction of the by the
DEVELOPERPROPERTY
on the on terms and conditions satisfactory to the
DEVELOPER.
2.Commitments for construction financing and permanent project financing for the
FACILITYDEVELOPER PROPERTY
to be constructed by the on the on terms
DEVELOPER.
and conditions satisfactory to the
PROPERTYTENANT
3.Receipt of a binding lease for the by the at terms and
DEVELOPER.
conditions acceptable to the
DEVELOPERCITY
The shall provide to the such written notice of the termination of this
CITY
Agreement or waiver(s) and/or proofs of contingency satisfaction acceptable to the no later than
FACILITY
Noon, December 15, 2011, or one week prior to the issuance of a building permit for the on
PROPERTY,
the whichever shall occur sooner.
CITY's
E. The obligation to perform under this Agreement is further contingent upon the
CITY's
receipt of any and all waivers and satisfactions of contingencies required of the
DEVELOPER
under this Agreement.
DEVELOPER
F.The shall have the right from the date of this Agreement to pay to the
CITY
the sum of One Hundred Twenty Three Thousand, Two Hundred Ninety and 95/100 Dollars
($123,290.95) less the aggregate actual property tax and tax equivalent payments previously paid by
DEVELOPERCITYPROPERTY
the to the for the in T.I.F. No. 25., and less all unearned
CITY
interest or unexpended financing charges included in the Property Break-Even Amount for the
PROPERTYDEVELOPERCITY
as of the date of such payment by the to the . If the
DEVELOPERCITYDEVELOPER
exercises this alternative and pays such sum to the , then the
shall no longer be required to make the minimum annual payment of Twelve Thousand, Three
Hundred Twenty-nine and 10/100 Dollars ($12,329.10) as set forth in Section IV.B.9. of this
Agreement. Further, upon the making of such alternative payment, the covenants and restrictions as
contained in Section IV.C. shall be deemed null and void.
V. OTHER PROVISIONS
A.Time is of the essence as to the performance of this Agreement and each obligation herein.
CITY
In the event that the is delayed for any reason in performing any of its promises as set forth in
this Agreement, all dates shall be extended for a reasonable period not to exceed thirty (30) days.
CITY
B.The warrants and represents that the Common Council for the City of Janesville has
lawfully authorized this transaction and has otherwise authorized the City Manager and/or the City
Administration to take such steps, enter into negotiations, and draft, prepare, execute, file and/or
record this and related agreements, documents, forms and other papers as the City Manager may,
from time to time, determine necessary and/or desirable to consummate and/or effectuate the
transaction(s) set forth in, and intent and purposes of, this Agreement.
DEVELOPERCITYDEVELOPER
C. The acknowledges that has informed the of
Wisconsin Statutes ss. 66.46 (6c), which requires any for-profit entity that operates within a TIF
district for which the City has incurred TIF costs, to notify the Department of Workforce
Development and the local private industry council of any position to be filled for a period of one
year from the payment of such project costs.
CITYDEVELOPER
D. (1) The shall provide to the at or before closing certified
photocopies of all necessary Common Council resolution(s) and/or minutes evincing said
authorizations in a form suitable for filing with the Rock County Register of Deeds.
obtain
(2) The word "" as it appears throughout this Agreement as it pertains to required
DEVELOPERDEVELOPER
performances by the means that the shall:
(a) Seek to acquire such approval or permission as is required in this Agreement and
that granting such authority or permission is discretionary and not mandatory on the part of the
CITY
or any of its boards, commissions, bodies, or officials;
(b) Receive such discretionary authority or permission as necessary prior to any
CITY
further obligation on the part of the .
CITY
E. The makes no warranty or representation except as expressly set forth herein.
CITY
F. The agrees to execute and deliver such other documents as counsel for the
DEVELOPER
may reasonably request to consummate the transaction contemplated herein. This
Agreement constitutes the entire Agreement between the parties and no modification shall be binding
unless amended and agreed to in writing and signed by the affected parties.
DEVELOPER
G. The , by signing below acknowledges having read, fully understanding, and
having personally received a copy of this Agreement.
H. This Agreement shall remain in full force and effect until such time as Janesville T.I.F.
District No. 25. is terminated and dissolved or when each and every of the obligations of the
DEVELOPER
has been fully satisfied and discharged, whichever shall occur last.
I. All rights and remedies in this Agreement for each party are cumulative and in addition to
any and all others in law and equity.
J. Any notice which is required in connection with this Agreement shall be mailed, certified
mail with return receipt requested, or delivered by nationally recognized overnight carrier, or hand
CITY
delivered, if to the :
Eric Levitt, City Manager
Municipal Building
18 North Jackson Street
Janesville, WI 53545
DEVELOPER
If to the :
Tom Baer
Northwoods Holding, LLC
89 Forest Drive
Manitowish Waters, WI 54545
Person or place of notice may be changed from time to time by any party notifying the other in
writing duly served of the change.
K. This Agreement survives any and all dates set forth, supra, runs with the land, may be
CITYDEVELOPER
recorded by the , and shall be binding upon and inure to the benefit of the and
DEVELOPER's
each and every of the conveyees, purchasers, assigns, lessees, sub-lessees,
transferees, mortgagees, and successors of whatsoever kind or nature.
This offer and Agreement are hereby accepted. The warranties and representations made
herein survive the closing of this transaction. The undersigned hereby agrees to the terms,
contingencies, conditions and obligations set forth, supra, and acknowledges receipt of a copy of this
Agreement.
Offered, agreed to, and entered into this _________ day of _________, 2010.
Northwoods Holding, LLC
BY:
Tom Baer, Member
State of Wisconsin )
) ss
________ County )
Subscribed to before me personally by
me known to be the person who signed
above this ____ day of ____________ , 2011
____________________________________________
Notary Public
_______________ County, _______________
My commission _____________________.
This offer and Agreement are hereby accepted. The warranties and representations made
herein survive the closing of this transaction. The undersigned hereby agree to the terms,
contingencies, conditions, and obligations set forth, supra, and acknowledge receipt of a copy of this
Agreement.
This _______day of __________________, 200_.
CITY OF JANESVILLE
BY: _________________________________
Eric Levitt
City Manager
BY: _________________________________
Jean A. Wulf
City Clerk-Treasurer
State of Wisconsin )
) ss
Rock County )
Subscribed to before me personally by Eric Levitt
, City Manager, and Jean Ann Wulf,
City Clerk-Treasurer, to me known to be the
same who signed above
this ______ day of __________________, 200_.
____________________________________________
Notary Public
Rock County, Wisconsin
My commission ______________________.
(The rest of this page is left blank intentionally)
Exhibit 'A'
Map of the PROPERTY
Exhibit “B’
Industrial Park Deed Restrictions
DEED RESTRICTIONS
CITY OF JANESVILLE INDUSTRIAL PARK
KNOW ALL PERSONS BY THESE PRESENTS: Whereas the City of Janesville, a
Wisconsin Municipal Corporation, is the Owner of record title to a certain lot in the
County of Rock, State of Wisconsin described in this Agreement and incorporated herein
as if fully set forth,
WHEREAS, the City of Janesville has undertaken to purchase a certain tract of land
and cause the same to be improved as an industrial park for the benefit of all subsequent
Owners of lots in said subdivision, and
WHEREAS, the above-described parcel lies within that tract of land which the City
of Janesville intends to improve as an industrial park;
NOW, THEREFORE, in consideration of the aforesaid, the undersigned, the City of
Janesville, as Owner of the previously-described land, does hereby declare that said parcel
shall be subject to, and the same parcel shall be conveyed to, the specific conditions and
restrictions contained herein:
1. Landscaping Plan
Each Owner shall submit a landscaping plan to the City of Janesville Site Plan
Review Coordinator. Before any landscaping is implemented and before any building
upon or use of the previously-described land is made, said landscaping plan must be
approved by the Site Plan Review Coordinator. However, if the Owner does not agree
with the decision of the Site Plan Review Coordinator, the Owner shall have the right to
appeal the decision to the Plan Commission of the City of Janesville. The Site Plan
Review Coordinator and Plan Commission shall review said plan with the consideration
that the proposed landscaping should:
(a) Assist in controlling noise;
(b) Provide adequate visibility for traffic;
(c) Provide proper shielding of parking lots or storage yards; and
(d) Be designed to make the area visually compatible with the surrounding
neighborhoods and to esthetically minimize any adverse impact of the industry upon the
neighboring community.
2. Architectural Review
Before any Owner is allowed to build upon the previously-described land, the
architectural plans for any and all such buildings must be reviewed and approved by the Site
Plan Review Coordinator. However, if the Owner does not agree with the decision of the Site
Plan Review Coordinator, the Owner shall have the right to appeal the decision to the Plan
Commission of the City of Janesville, whose decision shall be final. In reviewing such
architectural plans, the Site Plan Review Coordinator and the Plan Commission shall follow
the same design standards set forth in Paragraph 1 (d) and the following facade material
standards. The Site Plan Review Coordinator may modify the following standards to
recognize the creative and effective use of other design elements including but not limited to
the use of line and form, materials texture, color, roof pitch, detailing on the windows and
other features, and building placement on the site.
The exterior building facade fronting any street or Interstate Highway right-of-way
shall consist of, at a minimum, fifty (50%) percent non-metallic materials which could include
but not be limited to brick, stone, stone aggregates, wood, and glass. Of the required fifty
percent (50%) non-metallic materials, one-fifth (1/5th) may be satisfied with natural screening
materials including berming and living plant materials.
Any side yard facades which do not front on a public street shall consist of, at a
minimum, twenty (20%) percent non-metallic materials. The twenty percent (20%)
non-metallic materials requirement may be satisfied with natural screening materials including
berming and living plant materials.
Any side yard facades which front on a public street shall consist of, at a minimum,
twenty five percent (25%) non-metallic materials. The twenty five percent (25%)
non-metallic materials requirement may be satisfied with natural screening materials including
berming and living plant materials. Expandable end walls designed to allow for future
building expansion shall be exempted from this requirement, until the permanent end-wall is
constructed.
If a building is to be constructed in phases, the front facade of each building phase
shall comply with this standard. For multi-story buildings, the facade area will be determined
by the following formula:
Facade Area =Number of floors X Height per floor X Length
Note: Height per floor shall be calculated at a maximum of 12'
For the purposes of this section, the area of natural screening materials shall be
calculated based on the profile area of the berm or living plant materials at the time of
planting. Berming shall not constitute more than one half of the natural screening unless
approved by the Site Plan Review Coordinator.
3. Front Setback
The required front setback area of the previously-described parcel shall not be used
for the parking of any automobiles, trucks, equipment, or for the storage of any materials
whatsoever. The required front setback area shall be devoted to planting and other
landscaping, with the sole exception of driveways and sidewalks that are necessary for ingress
and egress. If any Owner does not landscape, beautify, and maintain the front setback area,
the installation and maintenance of such landscaping may be undertaken by the City, and any
and all reasonable costs thereof shall be charged against the real estate, shall be a lien upon the
real estate, and shall be assessed and collected as a special tax.
4. Outside Storage
Outside storage is prohibited in the front yard setback areas of the
previously-described land. All outside storage areas must be screened from view from any
public street. The type, density, height, and width of screening to be used must first be
approved by the Site Plan Review Coordinator, unless appealed by the Owner to the Plan
Commission. The decision of the Plan Commission is final. If any Owner fails to so screen
any outside storage on the parcel, the planting, installation, and maintenance of such screening
may be undertaken by the City, and any and all reasonable costs thereof shall be charged
against the real estate, shall be a lien upon the real estate, and shall be assessed and collected
as a special tax.
5. Parking
Parking is prohibited on all public streets within the industrial park area. Each
Owner is required to provide off-street parking for employees, clients, and visitors in
accordance with the zoning regulations. The surface(s) of all parking areas, driveways, and
sidewalks for ingress and egress shall be constructed with concrete or asphalt. All parking
and storage areas must be graded and drained to collect storm water on the site, and to
convey the storm water to a municipal storm sewer, if available.
Parking of any automobiles, trucks, or equipment is prohibited in any required
setback area which adjoins a public street. Parking is encouraged in the rear yard, but may be
permitted in the front or side yard area, if it is screened from view from any public street.
When the lot adjoins a secondary public street(s), the Site Plan Review Coordinator may
allow parking within the required setback area of that secondary street(s); however, in no case
shall the parking be allowed to encroach more than 50% into the required setback area.
The type, density, height, and width of screening to be used must first be approved
by the Site Plan Review Coordinator. The Owner may appeal the decision of the Site Plan
Review Coordinator to the Plan Commission whose decision shall be final. If any Owner fails
to so screen such parking, the planting, installation, and maintenance of such screening may be
undertaken by the City, and any and all costs thereof shall be charged against the real estate,
shall be a lien upon the real estate, and shall be assessed and collected as a special tax.
6. Signs
Any and all signs to be placed on the building or premises of the
previously-described land are prohibited unless such sign(s) has been reviewed and approved
by the Site Plan Review Coordinator and comply with the City's Sign Ordinance. In no case
shall an off-premises sign be permitted. However, if any Owner does not agree with the
decision of the Site Plan Review Coordinator, the Owner shall have the right to appeal the
decision to the Zoning Board of Appeals. The determination of the Zoning Board of Appeals
shall be final. The decision on signs shall be based on the design, location, size, and
appropriateness to the area of the proposed sign(s).
7. Underground Utility Services
All electrical, telephone, and similar utility service(s) to and across the
previously-described land shall be placed underground. If any Owner fails to so place the
utility service(s), the placement of said service(s) underground may be undertaken by the City,
and any and all reasonable costs thereof shall be charged against the real estate, shall be a lien
upon the real estate, and shall be assessed and collected as a special tax.
8. Sale or Subdivision of Property
The Owner of this property shall not subdivide this property for the purpose of
selling, conveying, or leasing any part thereof, without following all of the regulations and
procedures of the City of Janesville Subdivision Ordinance. In no case shall the subdivision of
this property result in an unimproved vacant lot that is less than three (3.0) acres in size.
9. Number of Buildings Per Lot
The Owner of the Property or any subsequent lots comprising the Property shall not
construct more than one principal building per lot, unless the Property is developed in
accordance with the Planned Unit Development regulations of the City of Janesville Zoning
Ordinance.
TIF Development Loan Agreement
By and Between
City of Janesville (“Lender”)
And
Northwoods Holding, LLC (“Promissor”)
PROMISSORY NOTE
PurposeNorthwoods
: Northwoods Holding, LLC (hereinafter “”) the Lessor of the
FACILITY,
announced plans to construct a Twenty One Thousand (21,000) square foot
FACILITY
expansion to the existing manufacturing facility (hereinafter “”) at 4100 Kennedy
Road, in the City of Janesville, County of Rock, State of Wisconsin 53545. The City of
NorthwoodsUnited Alloy, Inc
Janesville has offered financing incentives to in return for ’s
commitment to lease this additional manufacturing space of not less than 21,000 sq. ft. located in
T.I.F. District No. 25 in the City of Janesville, Wisconsin 53545. The TIF Development Loan
CITYNORTHWOODS
from the to is being made under the provisions of Wisconsin’s TIF
Law (ss 66.1105), as a necessary project element and cost according to the terms, provisions and
promises set forth in a certain TIF Development Agreement for Development Project Located in
Janesville TIF District No. 25 and Promissory Note by and between City of Janesville "the
CITYNORTHWOODSDEVELOPERAGREEMENT
" and " the (the "") of even date, the
terms, conditions and provisions of which are incorporated herein by reference as if fully set
forth verbatim.
1.Loan Amount
: $100,000.00
2.Loan Purpose
: To finance the cost of constructing a 21,000 s.f. expansion to the
facility at 4100 Kennedy Road purchasing as described on the attached TIF Development
Agreement.
3.Loan Term
: 10 years
4.Interest Rate
: 4.00%
5.Annual Debt Service
: $12,329.10 (this amount includes the installment principal and
interest payment). The annual debt service payment (less any debt service forgiveness as
set forth in paragraph 7) is due and payable to the City on each anniversary date of the
closing on the TIF Development Loan until the loan is paid in full.
6.Job Creation and Retention CommitmentNOTHWOODS, LLC
: As of March 31, 2012,
hereby promises and agrees to use its best efforts to retain no less that Eighty-Six(86) full-time
FACILITY
positions (2,080 hours) at the at 4100 Kennedy Road in the City of Janesville,
Wisconsin 53545. In addition a total of Thirty-Two (32) full-time positions will be created
UNITED ALLOY, INC.
within a three year period beginning on March 1, 2012 and needs to
continue to maintain these positions until the TIF loan is paid off.
7.Debt Service Forgiveness:
Annually, the City agrees to forgive and/or discharge a portion
or all of the TIF Development Loan annual Twelve Thousand, Three Hundred Twenty-Nine
and 10/100 Dollars ($12,329.10) debt service payment set forth in Paragraph 5 above
according to the following conditions:
For the timeframe of March 1, 2012 thru February 28, 2013:
A.
UNITED ALLOY, INC.
If successfully RETAINS Eighty-Six full time positions
(86) persons and creates Twenty-Two (22) new full time positions during the above
UNITED ALLOY, INC’S,
time-frame or a greater number of full-time workers at
FACILITY
Janesville , the City agrees to and shall forgive, discharge and/or waive
NORTHWOODS
repayment of that year’s annual debt service payment ($12,329.10
- principal and interest).
UNITED ALLOY, INC. e
If mploys fewer than One Hundred eight (108) full-time
UNITED Alloy’s FACILITYNorthwoods
positions at Janesville , then shall pay to
CITY
the a portion of the annual debt service ($12,329.10 - principal and interest)
calculated as follows:
One Hundred Eight (108) full time positions committed, less the actual number of
positions employed multiplied by (times) $114.16 equals the portion of the annual
NORTHWOODS CITY
debt service to be paid by to the for that year.
UNITED ALLOY
(As an example, if has employed Ninety-eight (98)
positions, then the debt service calculation would be One Hundred Eight
(108) positions committed less Nine-Eight (98) positions created equals
ten (10) positions under commitment level, multiplied by (times) $114.16
CITY
equals $1,141.58 in debt service to be paid to the , and/or
CITY
$11,187.51 in debt service to be waived and/or forgiven by the for
that year).
th
For the time frame March 1, 2013 thru February 28, 2014:
B.
UNITED ALLOY, INC.
If successfully employs One Hundred Thirteen (113) persons or a
United Alloy’sFACILITY
greater number of full-time workers at Janesville , the City
Northwood’s
agrees to and shall forgive, discharge and/or waive repayment of that year’s
annual debt service payment ($12,329.10 - principal and interest). This provision shall
remain in full force and effect during the life of the TIF Development Loan at which time,
notwithstanding anything herein to the contrary; the entire balance of any principal and
CITY
interest remaining shall be forgiven, discharged and waived in full by the
United Alloy, Inc. e
If mploys fewer than One Hundred Thirteen (113) full-time
United Alloy’s FACILITYNorthwoods
positions at Janesville , then shall pay to
CITY
the a portion of the annual debt service ($12,329.10 principal and interest)
calculated as follows:
One Hundred Thirteen (113) full time positions committed, less the actual number
of positions employed multiplied by (times) $109.11 equals the portion of the
NORTHWOODS CITY
annual debt service to be paid by to the for that year.
UNITED ALLOY
(As an example, if has employed One Hundred Three
(103) positions, then the debt service calculation would be One Hundred
Thirteen (113) positions committed less ten (10) positions created equals
ten (10) positions under commitment level, multiplied by (times) $109.11
CITY
equals $1,091.07 in debt service to be paid to the , and/or
CITY
$11,238.03 in debt service to be waived and/or forgiven by the for
that year).
For the time frame, March 1, 2014 thru the term of the loan:
C.
UNITED ALLOY, INC.
If successfully employs One Hundred Eighteen (118)
United Alloy’s
persons or a greater number of full-time workers at Janesville
FACILITYNorthwood’s
, the City agrees to and shall forgive, discharge and/or waive
repayment of that year’s annual debt service payment ($12,329.10 - principal and
interest). This provision shall remain in full force and effect during the life of the TIF
Development Loan at which time, notwithstanding anything herein to the contrary; the
entire balance of any principal and interest remaining shall be forgiven, discharged and
CITY
waived in full by the
United Alloy, Inc. e
If mploys fewer than One Hundred Thirteen (118) full-time
United Alloy’s FACILITYNorthwoods
positions at Janesville , then shall pay to
CITY
the a portion of the annual debt service ($12,329.10 principal and interest)
calculated as follows:
One Hundred Thirteen (118) full time positions committed, less the actual number
of positions employed multiplied by (times) $104.48 equals the portion of the
NORTHWOODS CITY
annual debt service to be paid by to the for that year.
8. Loan Closing:PROMISSORY NOTE
The TIF Development Loan (this ) shall be
NORTHWOODS
executed and entered into by and close within thirty (30) days from the
CITY UNITED ALLOY
issuance of a Final Occupancy Permit to for the planned 21,000
sq. ft. expansion at the FACILITY at 4100 Kennedy Road, Janesville, Wisconsin, or on
March 1, 2012, whichever date shall occur later.
Timing of Annual Debt Service Payments
:Forty-Five (45) days prior to each
9.
subsequent annual anniversary date of the closing on the TIF Development Loan (this
PROMISSORYNOTEUNITED ALLOY CITY
), shall provide to the a certified
statement of monthly employment levels for the previous Twelve (12) months. Thirty (30)
days prior to the each subsequent annual anniversary date of the closing on the TIF
CITY
Development Loan, the shall calculate the amount of annual debt service forgiveness,
CITYNORTHWOODS
if any, according to Paragraph 5 above, and the shall then send an
invoice for the remaining annual debt service payment (if any) that is due.
NORTHWOODS
agrees to and shall pay any annual debt service (as described and
CITY
calculated above) due to the within thirty (30) days of its receipt of the annual debt
CITY
service payment invoice from the .
10.Sale of 4100 Kennedy RoadNORTHWOODS
: If, for any reason, elects to sell its
FACILITYUNITED ALLOY
at 4100 Kennedy Road and moves its business outside the
City of Janesville corporate limits, then the entire unpaid and unforgiven principal and
PROMISSORY NOTE
interest balance of the TIF Development Loan (this ) shall
immediately become due and payable.
TIF Loan Repayment Schedule - 1 payment per year
United Alloy, Inc. 4100 Kennedy Road
Loan Amount $ 100,000
Interest Rate 4.00%
Term 10.00 Years
Constant 0.123291
Year Begin Balance I rate Pmt i Principle Balance
1 $ 100,000.00 4.00% $ 12,329.09 $ 4,000.00 $ 8,329.09 $ 91,670.91
2 $ 91,670.91 4.00% $ 12,329.09 $ 3,666.84 $ 8,662.26 $ 83,008.65
3 $ 83,008.65 4.00% $ 12,329.09 $ 3,320.35 $ 9,008.75 $ 73,999.90
4 $ 73,999.90 4.00% $ 12,329.09 $ 2,960.00 $ 9,369.10 $ 64,630.80
5 $ 64,630.80 4.00% $ 12,329.09 $ 2,585.23 $ 9,743.86 $ 54,886.94
6 $ 54,886.94 4.00% $ 12,329.09 $ 2,195.48 $ 10,133.62 $ 44,753.32
7 $ 44,753.32 4.00% $ 12,329.09 $ 1,790.13 $ 10,538.96 $ 34,214.36
8 $ 34,214.36 4.00% $ 12,329.09 $ 1,368.57 $ 10,960.52 $ 23,253.84
9 $ 23,253.84 4.00% $ 12,329.09 $ 930.15 $ 11,398.94 $ 11,854.90
10 $ 11,854.90 4.00% $ 12,329.09 $ 474.20 $ 11,854.90 $ 0.00
11 $ 0.00 4.00% $ - $ 0.00 $ (0.00) $ 0.00
12 $ 0.00 4.00% $ - $ 0.00 $ (0.00) $ 0.00
13 $ 0.00 4.00% $ - $ 0.00 $ (0.00) $ 0.00
14 $ 0.00 4.00% $ - $ 0.00 $ (0.00) $ 0.00