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HomeMy WebLinkAbout05-332.doc OCTOBER 25, 2005 05-332 RESOLUTION (CARRIED 6-1 LOST LAID OVER WITHDRAWN PURPOSE: APPROVE DEVELOPER AGREEMENT TERMS / FIVE RIVERS INVESTMENT LLC INITIATED BY: DEPT OF COMMUNITY DEVELOPMENT BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized and directed to enter into a Developer Agreement with Five Rivers Investment LLC for construction of a condominium/hotel resort facility, and associated amenities, on the west side of Jackson St. fronting on the Fox River, within the Marion Road / Pearl Avenue Redevelopment Area, with substantially the same terms as attached hereto, and to carry out all actions necessary to implement the City's obligations under the Developer Agreement. TERM SHEET FOR DEVELOPMENT AGREEMENT BY AND AMONG CITY OF OSHKOSH, WISCONSIN, CITY OF OSHKOSH REDEVELOPMENT AUTHORITY AND FIVE RIVERS, LLC MARIAN ROAD/PEARL AVENUE REDEVELOPMENT AREA I. Proj ect A. Development Sites (defined by phases of Development) - See attached Exhibit A B. Development - Mu1tiphased 1. 2. MAD'-586911.1 term sheet five rivers draft as of 10-5-05 Phase I a. Condos/hote1 resort facility with approximately 312 condominium units divisible into approximately 312 hotel rooms b. Approximately 58,764 square foot conference facility c. Indoor/outdoor water feature (15,289 square feet indoor facility). d. Food and beverage facilities covering approximately 16,710 square feet. e. Commercial marina - with approximately 100 slips, support facilities and yacht club. f. Parking structure with approximately 100 spaces within main condo/hotel building, and a 350-400 space surface parking lot north of Marion Road. g. Lobby retail and common space of hotel. Phase II a. Approximately 180 condominium units divisible into approximately 180 hotel units b. Expansion of commercial marina, with an added 100 slips and support facilities. c. Possible construction of exhibit hall and parking deck on north side of Marion Road where Phase 1 surface parking lot is located. C. D. 4. MADI 586911.1 term šheet five rivers draft as of 10-5-05 3. Phase III a. New commercial building(s). Development Agreement to specify a minimum square footage for the structure(s). b. ill TIP District #13 Public Improvements/Activities 1. Developed in phases - See attached Exhibit B 2. Land acquisition and associated costs 3. Riverwalk improvements. To be developed in 30-foot wide strip adjacent to river in accordance with City design guidelines. 4. Seawall improvements. To be developed in accordance with City design guidelines. 5. Streets/sidewalks/common spaces/fixtures and improvements. Need for and locations to be determined and set forth in Development Agreement. 6. Landscape BufferlWest Side of Mercury Marine Plant 24 Property. 7. TIP administrative costs and expenses Schedule: Developer-Based Improvements- 1. Phase I - Commencement - Spring, 2006 or before. a. Completion - December 31, 2007. 2. Phase II - Commencement - Spring, 2009 or before a. Completion-December 31,2010 3. Phase III - Commencement - Spring, 2010 or before a. Completion - December 31, 2011 Adjustments to Schedule: Any adjustments to the schedule that would provide for a later commencement or completion date would require review and approval by the Redevelopment Authority Board and City Council. 2 II. III. B. C. D. E. F. G. H. City/RDA Undertakings Prior to Closing of Phase I A. Creation ofTIF District and Project Plan on south side of Marion Road B. Acquisition of Mercury Marine Plant 24 Property C. Preparation of documents necessary for construction of public improvements D. Review and approve all private development plans, related zoning and approvals necessary for undertaking of Development, including condominium plat E. Arrange for City/RDA borrowing necessary to fund: 1. Public improvements/activities 2. Site acquisition 3. DAG as described in Section V below F. Prepare or cause to be prepared all documents and conveyances necessary for DAG G. Approve all documents of conveyance by deed or lease of Phase I Development Site to Developer Developer Undertakings Prior to Closing Phase I A. Prepare Development Plan and submit for City review (and approval by no later than January 10, 2006. Request for Conditional Use PermitlDevelopment Plan Review contingent on Zoning District Change). Prepare Development budget and schedule for construction for City approval Prepare plans and specifications for Phase I Development Prepare construction contract for Phase I Development Secure construction and permanent financing and equity necessary to complete Phase I Present final lender and equity commitments to City/RDA in form and substance satisfactory to City/RDA. Conditional commitments to be provided to City/RDA no later than January 16, 2006. Secure all permits and approvals necessary for Phase I Commit to Phase I development costs of not less than $52,411,822. MAD! 586911.1 term Sheet five rivers draft as of 10-5-05 3 IV. v. 1. Prepare and submit condominium plat to City J. Present to CityIRDA for approval all market studies, business plans, sales and marketing plans K. Submit to City/RDA financial statements ofLLC members and economic feasibility studies deemed necessary by the CityIRDA's Financial Advisor L. Evidence of Management Agreements/Franchise Agreements for hotel, if applicable. M. All of the above in form and substance satisfactory to City Closing Activities - Closing Date to be Set Forth in Development Agreement A. At Closing Developer will: 1. Close Phase I financing and equity 2. Execute construction contract for Phase I Development 3. Deliver appropriate guarantees and security to CityIRDA 4. Deliver appropriate representations and warranties B. At Closing CityIRDA will: 1. Close on site acquisition 2. Convey by lease or deed the Phase I Development Site 3. Provide financing for public improvements - may be funded by RDA Lease Revenue Bonds with lease of public improvements to City 4. Approve plans and specifications and contracts for public improvements 5. Deliver evidence ofDAG and all appropriate documents to Developer 6. Close on Lease Revenue Bonds for public improvements and DAG if applicable Development Assistance Grant (DAG) A. CityIRDA shall provide a DAG necessary to assist the Development (DAG may be phased to coincide with Development in Phases I and II). No DAG will be provided for Phase ITI, which is situated in TIP District #13. MADI_586911.1 term sheet five rivers draft as of 10-5-05 4 B. C. MADI_586911.1 term sheet five rivers draft as of 10-5-05 Developer has identified potential need for $6.4 million DAG for the Phase I project. Amount ofDAG to be determined by CitylRDA based on following factors: 1. A projected value determination by CitylRDA of the Phase 1 development and the anticìpated tax increment generated, which will provide a basis for calculating a potential borrowing capacity. Calculation of the anticipated tax increment will take into consideration the base value applied to the subject property, which base value has yet to be determined. 2. The amount the City/RDA will need to bond for to cover costs ofland acquisition and related expenses, for public improvements/activities and expenses, capitalized interest, debt service reserve (if required), and cost of issuance on the borrowing. 3. The potential borrowing capacity that remains after the City/RDA's bonding for Section V. B. 2. has been accounted for. The remaining borrowing capacity would show a potential amount the CitylRDA could bond for to cover the costs of a Direct Pay DAG, including the cost of capitalized interest, debt servicereserve (if required), and cost of issuance of borrowing, or the amount of the Pay-As-You-Go alternative. 4. The combination and proportion of direct developer equity, financing, and CitylRDA participation. 5. An overall financial gap/feasibility analysis that shows and justifies the need for the DAG. 6. The payment method used, per Section V. C. 7. The "Security/Guarantees" utilized, as set forth in Section VII. Two alternative DAG funding approaches: 1. Direct Pay Alternative a. Funded through RDA Lease Revenue Bonds (LRB' s) b. Bond proceeds used to fund discrete portions ofproject, such as land, parking, conference center and/or marina c. Funded components to be owned by RDA d. Leased to City (Security for bonds) e. Subleased to Developer f. Quiet enjoyment leases (Mirror documents) 5 2. MADI_586911.1 term sheet five rivers draft as of 10-5-05 .b. g. h. Lease payments equal to debt service on LRB' s Developer to receive credit against lease payment in amount of tax increment received by City from the Development and available after payment of debt service on bonds issued to pay for public improvements/activities, land acquisition and City costs and expenses 1. RDA grants to Developer an option to purchase leased property exercisable upon final maturity ofLRB's J. Funds to be dispersed for defined costs in accordance with disbursement agreement k. Amount of borrowed capitalized interest depends upon schedule for disbursement of funds 1. LRB's to fund a Stabilization/Debt Service Reserve Fund "Pay As You Go" Alternative a. City will issue TIP Revenue Bond ("TIP Bond") TIP Bond delivered to Developer at closing c. Annual payments to Developer as set forth in TIP Bond d. Payments subject to: (i) (ii) Receipt of tax increment from Development Annual appropriation by City Council (iii) Subordination of payment to application of tax increment to debt service on public improvements/activities, land acquisition and City recovery of costs and expenses (iv) Not in default under agreement e. TIP Bond will bear interest at a rate to be determined and set forth in Development Agreement. f. Size of TIP Bond may reflect: (i) (ii) time value of funds less risk to City/RDA (iii) no need for capitalized interest and debt service reserve 6 VI. VII. VIII. g. Title to Phase I land and Development conveyed to and held by Developer Conditions to Close Phases II and III A. Developer preparation and City/RDA approval of all plans and specifications, construction contract, financing and equity necessary to complete Phase II and/or III B. All permits and approvals c. No default under Development Agreement D. In accordance with phase schedule E. Commit to Phase II/III Development cost F. Public improvements S ecuri ty / Guarantees A. Guarantee of Development costs B. Guarantee of assessed value C. Guarantee of tax revenue stream D. Value and tax adequate for City/RDA to recover costs of public improvements/activities, land acquisition and costs and expenses E. Special assessments in event of non payment F. Letter of Credit (LOC) to cover: 1. Performance on construction 2. Tax increment stream Limitation on Conveyance No tax exempt entities Prior consent of City Standards for conveyance of hotel operation Except for individual residential condominium units Restrictions on use of individual units to address hotel-motel room tax needs. MAD'-586911.1 term sheet five rivers draft as of 10-5-05 7 A. B. C. D. E. IX. K. L. M. N. o. Miscellaneous Provisions A. Compliance with laws B. Payment of all taxes and fees C. Limitation on use D. Insurance E. Indemnification F. Defaults G. Remedies H. Force majeur 1. Nondiscrimination J. No personal liability of City officials Right of inspection Representations and warranties Tennination - survival of certain provisions Severability Additional miscellaneous provisions MAOL586911.1 term sheet five rivers draft as of 10-5-05 8 ---. ~ ~~,~_._.~~--_. ----- <C I- - m - :I: >< W NOS>lJVr ~ L --:J - 1.1'1 0 0 N ~ UJ Z ::> . '"'"'\ ~,,-~ - (...'c....... ........::: ...",,~ .... '"C !!:;~ . ~~ \J i1",::: :<: . 2~ ¡¡:¡ ..." is >< -..¡ ~"'~ 0 ... "'~. CI:. =E:i Z = ........ ~:;:¡ 0 ~ ~~¡:: <!.6 ~ :J: ~:¿~ ...J:::: :c 0..:& ~ t.1 LJ.J:: f-~ -¿:j . V') V1 '" '<: