2024-2210 File Resolution No. 2024-2210
A Resolution Approving an Assignment and Assumption Agreement which Authorizes the
Sale of 4260 Capital Circle Drive from Capital Circle Property Group, LLC, to GenCap De
Pere Recap, LLC, The Bushell Family Trust, and GenCap Janesville Industrial MM, LLC, as
tenants-in-common
WHEREAS, Sections 66.1105 and 66.1101 of Wisconsin Statutes authorize cities to utilize tax
increment financing (TIF) to promote industry and implement economic development projects;
and Sections 62.22 and 62.11(5) empower the Common Council to determine and act on real
property and other business matters on behalf of the City of Janesville; and
WHEREAS, this resolution addresses the real property located at 4260 Capital Circle in the City
of Janesville, County of Rock, State of Wisconsin 53546, Tax Parcel No. 0233300027 / Tax
ID#241 0233300027 ("Lot"), located in the Capital Circle Industrial Park; and
WHEREAS, a certain TIF Development Agreement, dated the 23rd day of March 2015, and
approved by the Common Council through Resolution No. 2015-1179, from the City of Janesville,
a Wisconsin municipal corporation located in the County of Rock ("City")to Capital Circle I Corp.
("Developer") contained an article requiring the Developer to obtain the approval of the City prior
to any sale, conveyance, transfer, alienation, assignment, or encumbrance to the property while
the City's Property Break-Even Amount remains unpaid in full, which right reads as follows defined
in Section IV.C.:
"As long as the "Property Break-Even Amount" defined in Section IV.B.9. remains unpaid
in full, no part, portion or whole of the PROPERTY, may, by the DEVELOPER, be sold, conveyed,
transferred, leased, or subleased to any other entity other than the TENANT(s), 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 the full guaranteed minimum payments agreed to be paid pursuant to
Section IV.B.9. While the CITY's Property Break-Even Amount remains unpaid in full, no sale
to any other person or entity may occur without the prior written approval of the CITY, which
approval will not be unreasonably withheld. If the DEVELOPER pays to the CITY the amount set
forth in Section IV.F., then the DEVELOPER may sell the PROPERTY without the CITY's prior
approval. Notwithstanding the foregoing provisions, the DEVELOPER shall have the right to
mortgage the PROPERTY with a first priority lien(s), to the lender of its choice to secure financing
for the construction of the FACILITY provided for herein as well as any subsequent refinancing
thereof without first obtaining the written approval of the CITY."
WHEREAS, a true and correct photocopy of the TIF Development Agreement is attached hereto
and incorporated herein as fully set forth verbatim; and
WHEREAS, a certain First Amendment to TIF Development Agreement, dated the 11th day of
May 2015, from the City to Developer, amended the Development Agreement to agree that the
Developer will construct a larger facility than originally contemplated, provided to be 150,000
square feet instead of 100,000 square feet; and
WHEREAS, that First Amendment amended the Property Break-Even Amount to be a sum of
One Million Two Hundred Seventy Four Thousand Four Hundred Thirty Seven and 06/100 Dollars
($1,274,437.06); and
WHEREAS, a true and correct photocopy of the First Amendment is attached hereto and
incorporated herein as fully set forth verbatim; and
WHEREAS, a certain Second Amendment to TIF Development Agreement, dated the 25th day of
October 2021, from the City to Developer, amended the Development Agreement to agree that
the Developer will construct a 23,400 square foot freezer addition to the original 150,000 square
foot Facility with the City's providing of an additional Two Hundred Thousand and 00/100 Dollars
($200,000.00) in tax increment financing monies; and
WHEREAS, a true and correct photocopy of the Second Amendment is attached hereto and
incorporated herein as fully set forth verbatim; and
WHEREAS, Capital Circle Property Group LLC was provided approval to Assign the project
obligations to transferee Capital Circle Property Group LLC, for which its registered agent is Sara
Investment Real Estate LLC, by way of consent letter dated the 11`h day of November 2021; and
WHEREAS, at the time of this Resolution, the City's Property Break-Even Amount remaining to
be paid in full by the assignees as tenants in common more fully described infra is the sum of
Two Hundred Forty Eight Thousand Two Hundred Thirty Eight and 0/100 Dollars ($248,238.00);
and
WHEREAS, at the time of Developer's or assignee's full payment of property taxes occurring in
2026 associated with the fiscal year of 2025, the City's Property Break-Even Amount will be
satisfied in full; and
WHEREAS, the assignment and assumption of the TIF Development agreement and all
associated obligations and liabilities are conditioned and contingent on the assignee closing on
the purchase of the property on the 15'h day of April 2024; and
WHEREAS, the City Administration recommends that the Common Council approve the proposed
assignment and assumption for the reasons and in the manner set forth in the cover memorandum
to the Council; and
WHEREAS, the Common Council of the City of Janesville hereby find the proposed assignment
and assumption of the TIF Development Agreement and Promissory Note from Developer to City
appropriate, and in the overall best interests and of benefit to the City of Janesville and its
economic development goals; and
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Janesville that the
above described proposed Assignment and Assumption of the TIF Development Agreement and
Promissory Note from Capital Property Group LLC to GenCap De Pere Recap, LLC, The Bushell
Family Trust, and GenCap Janesville Industrial MM, LLC are hereby approved; and
BE IT FURTHER RESOLVED, that the City Manager, on behalf of the City of Janesville, and
those he authorizes to act on his behalf, is/are hereby authorized and empowered to negotiate,
draft, modify, amend, review, enter into, and file all such other documents, papers, and
agreements, and take whatever other actions, which the City Manager may, from time to time,
deem necessary and/or desirable to effectuate the intent of this Resolution.
ADOPTED: April 8, 2024 Motion by: Consent
Second by: Consent
APPROVED: Councilmember Aye Nay Pass Absent
/� Benson X
t t - Burdick X
Kevin M. Lahner, City Manager Jackson X
Marshick X
ATTEST: Miller X
Neeno X
-� � Williams X
Lorena Rae Stottler, City Clerk-Treasurer
APPROVED AS TO FORM:
Wald Klimczyl<City Attorney
Proposed by: Economic Development Office
Prepared by: Economic Development Office