Parties:

City of Milwaukee (“City”), Redevelopment Authority of the City of Milwaukee (“RACM”, with City:  “Milwaukee”), H-D Milwaukee, LLC (“Developer”)

Project Site:

20+ acres at Sixth Street and Canal Street

Sale of Project Site:

Milwaukee will convey the Project Site ( including Traser Yards) to Developer for a Sale Price equal to $150,000 per acre of the Project Site less the cost of demolition (to be determined by competitive bids). 

Traser Yards Lease:

Developer will lease the Traser Yards to City, for a term ending February 28, 2006, at a total base rental of $1 per year.  If City has not vacated Traser Yards to Developer ebruary 28, 2006, then Developer will have the option:

(a)    to extend the term of the Traser Yards Lease for up to one year, at a base rent of $10,000 per month, or

(b)    to “put” the Project Site to Milwaukee, at a Repurchase Price equal to $150,000 per acre,  or

(c) to sue Milwaukee for Developer’s actual damages as a result of Milwaukee’s failure to vacate the Traser Yards.

Harley-Davidson Project:

Completion deadlines:

Phase I(Museum, café, retail, etc.)::  24 months after the termination of the Traser Yards Lease described below.

Phase II (Archives (or an equivalent portion of Phase III):  24 months after Phase I.

Phase III (Office / Commercial):  36 months after Phase II

If phases not completed within the above periods, then Milwaukee shall have an option to repurchase those portions of the Project Site located west of S. 6^th St. at a cost equal to $150,000 per acre, or shall have the right to sue Developer for City’s actual damages as a result of Developer’s failure to develop the Project. 

Developer will provide a $7 million bank letter-of-credit which the City may draw on if Phase I (Museum, café, etc. ) not completed on time.  Amount of letter-of-credit shall be reduced, proportionately, as construction is completed. 

Project Funding:

Developer will advance all funding for the design, engineering, development, construction, street vacation, utility relocation, and administration of the Project.

Closing:

Zoning and Other Approvals:

The parties will cooperate to apply for all TID, zoning, and other governmental and third-party permits needed for the Project, including, a Redevelopment Plan developed by RACM in consultation with Developer and consistent with Developer’s current conceptual plan for the Project. 

Tax Incremental District:

Milwaukee intends to create a Tax Incremental District (“TID”) to assist in funding the extraordinary site development costs of the Project, up to a maximum amount of $7,000,000.  The Developer will advance all funds and be repaid only to the extent of TID increments.

TID will be prorated between the project's Phases:

• Phase I: $5.3 million

• Phase II: $ .3 million
• Phase III: 1.4 million

Costs of demolition may be recovered from the TID, after Developer has recovered funding it advanced (max. $7 million, plus interest).

Human Resource Requirements:

Developer shall enter into an Emerging Business Enterprise Agreement to utilize EBEs, for not less than 18% of the combined site improvement and construction cost of the Project. 

Developer shall use best efforts to utilize unemployed residents of the Community Development Block Grant area for up to 21% of the total Project hours deemed eligible pursuant to Residents Preference Program guidelines.

Streets, Riverwalk, and Walkways:

All streets, riverwalks, and walkway areas within the Project Site (other than South 6^th Street, and West Canal Street located West of South 6^th Street) will be owned and maintained by Developer, and open to the public as Developer determines, with all development agreements  providing for reasonable public access to the riverwalks, which will be ADA compliant.

Guaranty

Developer’s obligations shall be guaranteed by Harley-Davidson Motor Company, Inc.