HomeMy WebLinkAboutConvention Center Funding
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OSHKOSH AREA COMMUNITY FOUNDATION
CONVENTION CENTER FUNDING AGREEMENT
WHEREAS, the Oshkosh Area Community Foundation, Inc., ("FOUNDATION")
unded a study of the Oshkosh Convention Center, a City-of-Oshkosh-owned facility
ocated at 2 North Main Street, in the City of Oshkosh, that indicated a need for renovation
nd updating in the general amount of $2.4 Million; and
WHEREAS, in consideration of a $1 Million loan from the Foundation and of the City
orrowing an additional $1.4 Million, the Common Council of the City of Oshkosh approved
he proposed convention center renovation project, subject to final construction bid
approval, and further approved entering into this agreement;
NOW, THEREFORE, for and in consideration of the mutual agreements herein
ontained and other good and valuable consideration, the parties agree as follows:
PARTIES.
This agreement is made by and between the Foundation, with its principal offices
ocated at 404 North Main Street, Suite 205, Oshkosh, Winnebago County, Wisconsin
4901-4902 and the City of Oshkosh, a municipal corporation, with its principal offices
ocated at 215 Church Avenue, P. O. Box 1130, Oshkosh, Winnebago County, Wisconsin
4903-1130 ("City").
LOAN
The Foundation agrees to loan to the City the sum of ONE MILLION AND no/100
OLLARS ($1,000,000.00) to be applied toward the Oshkosh Convention Center
Renovation Project ("PROJECT"). Recognizing the investment loss of this loan, the City
grees to repay to the Foundation the sum of ONE MILLION TWO HUNDRED FIFTY
THOUSAND and no/100 DOLLARS ($1,250,000.00); the additional amount representing
ixed interest on the loan. However, if the City repays the Foundation loan in full within the
irst four (4) years from the date the first funds are advanced to the City, the Foundation
hall collect no interest on the loan. Otherwise, in the event that repayment takes more
han four years from the date the first funds are advanced to the City or in the event that
the City would close or sell the Convention Center prior to the repayment of the $1.25
million, the City would repay the outstanding balance of the $1.25 million immediately upon
uch sale or closing. The Loan will be considered in effect and outstanding until paid in full.
PAYMENT
This loan is to repaid as follows:
a) Ten percent (10%) annually from the Oshkosh Convention and Visitors Bureau's
new Tourism Development Fund by separate agreement with the Bureau.
b) Payment by the City to the Foundation a minimum of one percent (1 %) of gross
food and beverage sales from the Convention Center beginning at the time that
F6r good. For ever. 3M
404 N. Main St., Suite 205 Oshkosh, WI 54901
Phone 920.426.3993 Fax 920.426.6997 www.OshkoshAreaCEorg
Serving Winnebago, Green Lake, and Waushara Counties
OSHKOSH AREA COMMUNITY FOUNDATION
the City replaces the current agreement with whoever manages the convention
center. The parties may further agree when and how such payments are made.
ARCHITECTURAL SERVICES
The City of Oshkosh has retained Kubala Washatko Architects to prepare the
rchitectural plans, construction drawings and bid documents for the project. A part of this
oan will be used to pay for these services. The Foundation will reimburse the City, which
advance funds for payment, within 30 days of invoice from the City.
CONSTRUCTION
The City agrees to proceed through the construction phase of the project. The
alance of the Foundation loan will be used after the City's $1.4 Million are fully expended.
f for whatever reason, the Common Council does not approve the construction contracts
eeded for the project, the City shall immediately begin repayment of the loan on a fee
chedule to be agreed upon by the parties.
MAINTENANCE FUND
Subject to a further agreement by the parties, the City agrees to pay to the
oundation the annual sum of FORTY THOUSAND and no/100 DOLLARS ($40,000),
ayable on a quarterly basis on the first business day of each quarter, to be set aside for
aintenance of the convention center. Payment begins when the City is no longer paying
management fee for the operation of the Convention Center under the Operations and
aintenance Agreement dated August 31, 1988. The agreement relating to this special
und shall detail what constitutes maintenance of the center that this fund would support
nd the person(s) who will be authorized to request distributions from the fund.
SUCCESSORS BOUND
This agreement shall be binding upon and inure to the benefit of the City, its
uccessors and permitted assigns, and shall be binding upon and inure to the benefit of
Foundation, its successors and permitted assigns. This Agreement shall not be assigned or
therwise transferred to any other person or entity, without the consent in writing of both
parties.
.. NOTICES.
Any notice required to.be given under the terms of this agreement shall be
given in writing and shall be mailed by first class mail or delivered in person, to the other
party at the addresses listed above.
F6r good. For ever. SM
404 N. Main St., Suite 205 Oshkosh, WI 54901
Phone 920.426.3993 Fax 920.426.6997 www.OshkoshAreaCEorg
Serving Winnebago, Green Lake, and Waushara Counties
OSHKOSH AREA COMMUNITY FOUNDATION
MISCELLANEOUS PROVISIONS.
Whenever possible, representatives from the Foundation shall be present for
negotiations between the City and the owner of the hotel located at 1 N. Main St., or
the entity that the City will contract with for the Convention Center's food and
beverage service or the opportunity to review such contract before the contract
becomes final.
Nothing contained in this agreement shall constitute or be construed to create a
partnership or a joint venture among the parties.
This agreement cannot be changed or modified except in writing and signed by the
duly authorized agents of the parties.
Headings contained in this agreement are for convenience of reference only and
are not intended to define, limit, or describe the scope or intent of any provision of
this agreement.
Notwithstanding any proVIsion to the contrary, it is agreed that none of the
obligations contained in this agreement shall run to or be enforceable by any party
other than the party to this agreement.
This agreement constitutes all of the agreements and understandings of whatever
nature or kind existing between the parties with respect to the subject matter hereof.
If any term, covenant, condition or provision of this agreement shall be invalid or
unenforceable, the remainder of this agreement shall not be affected thereby, and
each term, covenant, condition and provision shall be valid and be enforceable to
the fullest extent permitted by law.
Failure of either party to insist upon the strict performance of terms and provisions
of this agreement, or any of them, shall not constitute or be construed as a waiver or
relinquishment of that parties' right to thereafter enforce such term or provision, and
that term of provisions shall continue in full force and effect.
It is the intention of the parties that each party shall be solely responsible for its own
acts, actions and activities under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
greement to be executed by their duly authorized officers on the dates written below.
SH~~A.REA ROMMUNITY FOU DATION, Inc.
y: 'L:- (~ ~ liJ ""Au ~ ~ (date) q - / t.f -0 I
Eileen Connolly-Kees er, Executive Director
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404 N. Main St., Suite 205 Oshkosh, WI 54901
Phone 920.426.3993 Fax 920.426.6997 www.OshkoshAreaCEorg
Serving Winnebago, Green Lake, and Waushara Counties
OSHKOSH AREA COMMUNITY FOUNDATION
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Bill Wyman /
(date)
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President of the Board of Directors
(date) 9 -/9-"Zt!9.e9;7
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(date) C1-l~ '-deJDl
unding Approved by:
App(oved by:
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For good. For ever. SM
404 N. Main St., Suite 205 Oshkosh, WI 54901
Phone 920.426.3993 Fax 920.426.6997 www.OshkoshAreaCEorg
Serving Winnebago, Green Lake, and Waushara Counties