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November 17, 1983 //7 RESOLUTION
(CARRIED LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE OSHKOSA CENTRE DEVELOPMENT AGREEMENT
INITIATED BY: CITY ADMINISTRATION
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 tne
Oshkosh Centre Development Agreement which is attached hereto, provided, how-
ever, that this authorization is limited to the City Council approving final
attachments which have heretofore not been provided.
SUBMITTEI? BY
APPROVED
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EXHIBIT D
DEh1UNSTRATION OF
CALCULATION Uf °CUNTINGENT INTEREST" fUR�ANV �IVEN yEAR
Sa.Pea
Rooms -------------------$4,492,000
FoadEBeve�cuge-------------- 3,594,000
T22ephone------------------ 193,000
O.theh I ncome- - - - - - - - - - - - - - - - - - 67, 000
Ta.tak SaYe�3 - - - - - - - - - - - - - - - - - - - - - - - - -$8,346,000
De�cr�,tmen.tn.P Expen�sea
Rooma - - - - - - - - - - - - - - - - - ., - $1, 078, 000
FaadEBeve�rage-------------- 2,609,000
Teke�hone------------------ 20�,000
Tatn.e Depantmen,ta2 Expenaea - - - - - - - - - - - - - - - - -$3,895,000
Llndib.tiu.bu.ted U�eha.ti,ng Expevuse
Admi.vws.t�cc�i.ve � Genena2. - - - - - - - - - $ 42G, 000
MankeLi.ny - - - - - - - - - - - - - - - - - - 242, 000
Pnapen.ty Mai,n,tenance £ Enehgy - - - - - - - - 593,000
7o.taX Undi,s.t�u:bu.ted Upenn,tLng �xpenb e - - - - - - - - - - - $1, 261, 000
B a b�. c M a n a a e m e n. t� e e- 4 � o b S a, e e,s --------------$ 3 3 4. 0 0 0
GRUSSUPER.4TINGPROFIT------------------- -- ------$Zg56,000
Dthen Deduc,ti.ona
Rea.eEe.ta,teTaxea -------------$ 95,000
Inawcance - - - - - - - - - - - - - - - - - - - 57, 000
F. F. &E. Re,aenve-------------- 167,000
Totn,eU.thehDeduc,t,i.on,s -------------------$ 320,000
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E �u:6�i,t D
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RESOLUTIOPI # 7
ADJUSTEDUPERATIN�PROFIT--------------.----.. _-----$2,536,000
Aae et Managemen.t fee - - - - - - - - - - - $ 83,000
Debt Senv�,ce on $10 mCCY.i.on
Indcu,.t�u;a,e Revenue Bond - - - - - - - - - -1, 045, 000
Land Leaee Paymen.t to Ci.ty - - - - - - - - - - 520,000
In.terce�t Paymen.t on $900,000
UDAG Montgage to C.i.ty - - - - - - - - - - -135,395
Managemev�t Incen.ti.ve fee*
(100 0� $2,536,0001- - - - - - - - - - - - - 253,600
To�ta2 - - - - - - - - - - - - - - - - � - - - - - - - - - - -$2, 036, 995
CASHAVAILABLEfURDISTRIBUTIUN-------------- --------$ 499,005
h4INLlS 15oob$3.OMILLION�QUITY ---------------------$ 450,000
�XCESS �BASIS U� "CONTINGENT IN7EREST") - - - - - - - - - - - - - - - - - - $ 49,005
"CUNTINGENT INTEREST" DUE & UWING TH� CITY UF USHKUSH -$49,005 X 0.15 = $ 7,350
* Managemevi,t Incen.tive Fee equn.Pa 100 0{ GhObb Open.a.ti.ng Pnab-i.t 2e�e n.ea,2 e�.ta,te .taxe�,
�.fwu/cance, and F, f. & E. neaeh.ve
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Resolution # 7
OSHILOSH RADISSOP? HGTEL
DEVELOPM�NT AGREEMENT
THIS DEVELOPMENT AGREEMINT, made this day of ,
1983, by and between the CIT° OF OSiiROSH, WISCONSIN, a municipal corporation,
whose address is City Hall, 215 Church Avenue, Oshkosh, Wisconsin, 54901
(hereinafter referred to as the "City"); and, PY-VAVRA DE4ELOPMENT, INC., a
Wisconsir Corporation !hereina�ter re£er:ed to as PVD), whose address is 933
North Mayfair Road, Milwaukee, Wisconsin, 53226.
W I T N E S S E T H:
WHEREAS, City is in the process of redeveloping the downtown central
business district area of the City of Oshkosh by causing the development of an
approximate 180 room first class hotel located on the west side of the first
block of North Main Street in downtown Oshkosh, and by constructing in the
same block a parking garage sufficient to acco�odate approximately 157 cars;
and
TafIEREAS, in connection ��ith the redevelopment of this area, City has
applied for and been granted an IIrban Development Action Grant ("UDAG") by the
United States Department of Housing and IIrban Development ("HUD") in the
amount of Nine Hundred Thousand Dollars ($900,000), to be utilized *_o assist
o�ith the financing of the redevelopment as stated above, the said Hotel to be
known as the Radisson Hotel Oshkosh, a hotel of approximately 180 rooms, to be
nanageti by Radisson Hotel Corporation, (he:einsfter "Radieson"); and
WHEREAS, in connection with the development o= the said Radisson Hotel,
the City is to acquire the various parcels of land necessary for the con-
struction of said hotel and the air rights for an adjacent parking garage,
clear the site as necessary, and lease the parcel shown as Hotel Site on
Exhibit A, attached hereto and incorporated herein b;� reference, to PVD, a
Wisconsin Corporation, unless the part=es hereto, and HUD agree otherwise.
The Ground Lease terms and conditions are as agreed upon by said parties and
are further contair_ed in Exhibit B attached hereta and incorporated herein by
reference. Clearing the site means to demolish all buildirgs to g:ound level
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and to remove debris. It does not include removing sub-surface utility lines,
footings, foundations, etc.; and
WHEREAS, City has agreed to loan Nine Hundred Thousand Dollars ($900,000)
of UDAG Funds to PVD to be used for the construction of a parking structure as
more particularly described herein, such loan to be secured by a second
mortgage on the Hotel and Parking Structure; and
WHEREAS, PVD will develop and operate the Hotel under a long-term hotel
management contract with Radisson; and
W'HEREAS, in connection with the construction of the Hotel, PVD has agreed
to construct a parking structure as �ore particularly described hereinafter;
and
WHEREAS, the parties hereto have agreed upon certain other matters in
connection with the construction and operation of the Hotel, as more parti-
cularly set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.01 (a)
(b)
ARTICLE 1
CLOSING
PW shall procure and close equit� financing for the Hotel not later
than Sanuary 15, 1984.
At the closing, and prior to disbursement of any debt or equity
funds, all of the following shall be accomplished, with necessary
certificates, exhibits and attachments establishing the existence of
each:
(i) City and PV➢ shall have executed the Development Agreement;
(ii) City sha11 deliver to PVD the opinion of the City Attorney of
City that 1) the Site is properly zoned for the constructior.
and operation of the Hotel and the Parking Structure; 2) that
there are no local government land use, environmental, or othei
restrictions, relating to the Site which would substantially
inhibit or interfere with the construction and/or operation of
the Hotel and the Parking Structure; 3) that all local
government approvals and reviews required by law to be obtained
for the development of the Eotel and Parking Structure have
been obtained; and 4) all utilities are available to site.
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(iii) PW shall have committed or caused to be committed to the
project in a form acceptable to HUD and City the principal
amount of not less than Three Million Dollars ($3,000,000).
(iv) HUD shall have authorized the release of Nine Hundred Thousand
Dollars ($900,000) of funds (through its established letter of
credit procedures) to the City for the Hotel and Parking
Structure development.
(v) PVD shall have executed the UDAG Second Mortgage with the City
in the amount of Nine Hundred Thousand Dollars ($900,000).
(vi) City shall have issued Industrial Development Revenue Bonds for
the Hotel Project in the amount of Ten Million Dollars ($10,000,000).
(vii) The Radisson Management Agreement shall have been reviewed by
City and executed by Radisson and PVD.
(viii) All state and city liquor, food service, hotel, entertainment
and other licenses necessary for the operation of the Hotel
shall have been issued to the PVD or where issuance is not
permitted at the date of Closing, expectation of i.ssuance shall
have been determined by PVD.
(is) P�D shall determine that all public utilities will be available
on a timely basis for the Site development in the required
capacities.
(x) City and PVD shall have adopted a Parking Structure (garage)
Utilization Plan, after conferring with Radisson.
(xi) City shall vacate any rights of way and any City owned utility
easements on the Hotel Site which are no longer required by the
City.
(xii) The plan� and specifica�io^s for *_he Hotel and Parking Struc-
ture shall have been fully approved by all parties and a
building permit for the Hote1 and Parking Structure shall have
been issued.
(xiii) City shall have obligated itself in conjunction herewith to the
construction. of at least 38,000 square foot convention cente-
as provided for in Exhibit B of the II1JAG Agreement.
(xiv) City and Radisson sha11 have entered into a Concession Agreement,
which Agreement sha11 be anne::ed hereto and made a part hereof
as Exhibit .
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RESOLUTION # 7
ARTICLE II
HOTEL AND PARP.ING STRUCTURE DEVELOPMENT
2.01 PVD sha11 design, construct, and operate, or caused to be designed,
constructed and operated, the Hotel and Parking Structure, in accordance
with the provisions of this Development Agreement. City shall operate
the Parking Garage in accordance with the provisions of this Development
Agreement and the Garage Utilization Plan.
2.02 Prior to closing, City shall acquire the various parcels of land located
on the west side of the first block of North Main Street in downtown
Oshkosh, Wisconsin, said parcels to be acquired being shown and desig-
nated on Exhibit A(attached hereto and incorporated herein by reference)
for the construction of the Hotel. City shall acquire the air-rights
above the parcel as shown and designated on Exhibit C(attached hereto
and incorporated herein by reference) for the construction of the Parking
Structure. At closing, City shall lease the parcel designated as Hotel
Site on Exhibit A to PVD for the sum, and upon the terms and conditior.s
as agreed upon by the City and PVD and more particularly contained in
Exhibit B(attached hereto and incorporated herein by reference). Thirty
days prior to closing, City shall deliver a title insurance commitment to
PVD in the amount of One Million Dollars ($1,000,000) showing title as
called for in this Agreement. City shall be responsible for clearing the
Hotel Site to the esteat hereinbefore indicated.
2.03 (a) PV� shall commence the construction of the Hotel on cr before thirty
(30) days after Closing.
(b) PVD shall diligently prosecute such construction of the Hotel of 180
rooms and Parking Structure to accoffiodate 157 cars, equip and
furnish the Hotel and shall use their best efforts to complete
construction of the Hotel and Parking Structure, and to open the
Hotel for business on or before March 1, 1985. The plans and
specifications for the Hotel and Parking Structure sha11 be reviewed
by and approved by City prior to commencement of construction.
Neither party, by approving the plans of the other, assumes any
liability with respect to said plans.
2.04 City may request that PVD expand the hotel. If PVD concludes that such
expansion would not be economically viable, and so indicates to City,
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then City nay engage the services of PVD's choice of Laventhol & Horwath
or Pannel, P.err, Forster to perform an Economic Feasibility Study to
determine the need for such additior.al rooms in the Oshkosh area and for
the hotel site particularly. Zf such Economic Feasibility Study indicatzs
the need for expansion of the hotel, and after independent analysis ty
PVD and City giving due consideration to outside influences such as
interest rates, economic forecasts and then esisting documentation
relating to the pro;ect, PVD and City agree with the conclusions set
forth therein, then PVD shall with reasonable diliger.ce pursue financing
and construction of such additional rooms. I: such study and analysis do
not show a need or economic viability for such espansion, then no such
expansion shall be required.
2.05 PVD agrees, in development of the hotel and parking structure, to provide
working capital and contingencies amounts as set forth in the budget of
the project attached hereto as Exhibit In addition, PVD shall
have available to it as of the date of the conmencement of construction
of the hotel, a com.mitment for financing in the approYimate anourt of 3
mill:on dollars from �bacus r:ortgage Company, Chicsgo, Illinois. Such
financing shall be secured by a third priority mortgage loan subject and
subordinate to a first mortgage in the amount of 10 million dollars ar,d a
second mortgage to the City in the amount oi $900,000 plus accrued
interest. The ground lease shall be subject sr.d subordinate to such
third mortgage. In addition, the ownership of the Project shall be
syndicated by a partrership to be formed which will own the hotel
project. The syndication offering will be made by the partnership and
shall be managed by Shell Equities, Znc., Skokie, Illinois. Such
syndication shall be in the anproximate a�ount oY 2 million dollars.
ARTICLE III
IIDAG SECOND r:ORTGAGE, UTILITIES,
LICENSES, OTHEA AGREEMENTS
3.01 UDAG Loan. City hereby agrees to loan, and PVD hereby agrees to borrow
Nine Eundred Thousand Dollars ($900,000) secured by a second mortgage on
the Hotel and Parking Structure subordinated to the First Mortgage on the
Aotel, which loan shall be disbureed to fund the Parking Structure upon
terms and conditions consistent with the followir.g:
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(a) PVD has certified to City that it has on hand or irrevocably com-
mitted to the Hotel and Parking Structure, sufficient funds to
complete the activities specified herein and has issued its guaran-
tee of completion.
(b) PVD has furnished to City an ALTA policy commitment for insuring
that Citv will be the holder of a legally enforceable lien on the
Hotel Project as provided for herein.
(c) PVD has furnished to City Builders Risk and Fire Insurance policies
duly endorsed to indicate City and the insured mortgagee, in amounts
satisfactory to City and HUD.
(d) Disbursement of the UDAG Lcan shali be made on the basis of $1.00 of
UDAG Loan funds for not less than $2.80 of non-UDAG funds expended
for the Hotel and Parking Structure by PCD. UDAG Loan disbursenents
shall be made upon the same terms and conditions as disbursements of
the First Mortgage Loan and by the same disbursing agent unless the
parties agree otherwise.
(e) Draw requests shall be paid out of UDAG Funds by City on the basis
of vouchers submitted by PVD and certified to by a certifying
official as shall be acceptable to City, All submissions of con-
tracts for construction work shall be on AlA Forms 702 and 703 or
their equivalent.
(f) Interest shall be charged on the UDAG Loan from the date of the
first disbursement of said funds, at the rate of 11% simple interest
per annum on the outstanding principal amount oz the loan; provided,
however, payment of interest shall be deferred for the first two
years after occupancy and said deferred interest shall be rolled
into the principal (initial principal). Commencing in the third
operating year, and in any event no later than N,arch 1, 1987,
interest only shall be paid semi-annually on the initial principal,
the first such payment being made on September 1, 1987. The initial
principal and any accrued interest shall be paid at the end of year
30. Thus, the entire initial principal balance and all accrued
interest shall be paid by PW to Gity in the thirtieth year. The
parties agree that at Closing they will agree on the contents of a
document, to be made a part of this Agreement as Exhibit D, setting
out the dates and dollar amounts to be paid by PVD to City.
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RESOLUTION # 7
(g) In addition to the above, PVD shall pay annually to City as "contin-
gent interest" a portion of the Net Annual Cash Flo�a from operation
of the Hotel. PW shall, however, first receive a fifteen percent
(15%) cash on cash return on equity PVD contributed for the Hotel
Project. Thereafter PVD shall pay City the sum of fifteen percent
(15Y) of all Net Annual Cash Flow in excess of PVD's aforesaid
fifteen percent (15%) return. "Net Annual Cash Flow" for the pur-
pose of this section shall mean Gross Operating Revenues, less debt
service on the first and second mortgage loans, real estate taxes,
and reasonable operating e��enses deductible for federal income tax
purposes (without deduction for depreciation, capital improvement
uses, or incentive asset management fees from gross operating
revenues) which may include a base management fee not in excess of
four percent (4%) of gross operating revenues and an incentive
payment fee of 10Y, of adjusted operating profit, as defined in the
Hotel Management dgreement, paid to the Hotel Operator. Hotel shall
provide to City an annual certification of an independent, certified
public accountant of gross operating revenues and Net Annual Cash
Flow and the amount due City consistent with the terms of this
Agreement and the agreement between City and HUD, referred to
hereinafter. This statement shall be provided, together with the
payment of City's share of the Net Annual Cash Flow, within 120 days
of the close of each year during the term of the 1oan. Contingent
interest shall be paid on the UDAG loan only in the year accrued
when funds are available after payment or deduction of (1) debt
service payable on the first mortgage; (2) debt service accrued or
payable on the UDAG mortgage; and �(3) the fifteen percent (15%)
annual return on Three Million Dollars ($3,000,000) contributed by
PVD. The parties agree that Exhibit D, referred to hereinabove,
will contain an illustration as to the process by which the amount
due the City pursuant to those provisions, is to be calculated using
assumptions as to the various revenue and espense items. Further,
the parties agree that City may at its own expense verify by refer-
ence to the records of Radisson and PVD (PVD agrees to make this a
part of its contract with Radisson) the various revenue and expense
items affecting "New Annual Cash Flow" and "contingent interest."
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RESOLUTION # 7
Said payments for contingent interest will terminate upon payment in
full of the Nine Hundred Thousand Dollar ($900,000) note and mortgage
in favor of the City.
(h) Upon any closing, sale, refinancing, foreclosure or other disposi-
tion of the Hotel Project or upon the liquidation, dissolution,
insolvency or bankruptcy of PVD, any outstanding balance and accrued
interest on the UDAG loan shall immediately become due and payable
to City. In addition, upon such action, the City shall receive 15%
of any Excess Proceeds. "Excess Proceeds" shall mean the sale price
or refinancing amount less the cost of providing such sale or
refinancing and the cutstanding balance on the first and second
mortgage loan and any other permitted mortgage and accrued interest
thereon. Notwithstanding, the forgoing, in respect of a refinanc-
ing, the UDAG second mortgage, may continue, at the option of the
City and PVD, if the annual debt service on the new first mortgage
is no greater than the annual debt service on the original first
mortgage.
(i) As stated in the agreement between HUD and City, PVD does hereby
guarantee to City and to HUD, unconditionally, the completion of the
Hotel in accordance with Exhibit C to the EUD Agreement; and, so
long as required by HUD, the repayment of the HUD Loan.
(j) The Construction Contractcr shall provide one hundred percent (100%)
performance and payment bonds in the amount of the construction
contract for the Hotel, with a bonding company reasonably satisfac-
tory to the lenders.
3.02 Utilities. City shall make available, or cause to be made available on a
timely basis during the construction period and prior to first opera-
tions, in accordance with City policies and practices and at usual and
customary costs to customers, all City utilities, including electric,
water, stornt and sanitary sewers and provide any alterations to existing
sanitary sewers necessary to ensure adequate capacities required for the
Hotel Site development.
3.03 Licenses. City shall assist PVD to obtain on a timely basis all state
and city liquor licenses, food service licenses, hotel entertainment and
other licenses necessary for the operation of the Hotel.
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RESOLUTION # 7
3.04 Hotel Management Agreement. PVD agree to include in the Hotel Management
9greement provisions by which Radisson shall agree, inter alia, to meet
UDAG minority employment requirements as set `erth in Exhibit A to the
agreement between HUD and City.
ARTICLE IV
UDAG AGREEMENT PROVISIONS
4.01 PVD and City, to the extent permitted under Wisconsin Law, shall use its
best efforts to create or cause to be created within 48 months of the
Preliminary Approval of the UDAG Grant Agreement, permanent jobs for 1ow
and moderate income persons, JTPA-Eligible persons and successor organi-
zations, and minorities as contained more particularly in Exhibit A of
the UDAG Grant Agreement.
4.02 This Agreement shall not be amended in any material respect during its
term and after its approval and acceptance by the Secretary without the
prior written approval of the Secretary. "Material" is defined as
anything which cancels or reduces any developmental, construction, job
creating, or financial obligation of any of the parties hereto by any
more than ten percent (10%), changes the site or character of any devel-
opment activity, or increases any time for performance by a party by more
than thirty (30) days.
4.03 Upon instruction by HUD, all Program Income, as defined in the IIDAG
Agreement> received by PVD prior to completion of all Recipient Activi-
ties, as set forth in Exhibit B of the UDAG Grant Agreement, shall be
deposited in esctow under arrangements approved by HIID, in order to
provide funds to assure completion of such Recipient Activities.
4.04 The narties hereto warrant to HUD that on or before Closing each shall
have obtained or has reasonable assurance that it will obtain all federal,
state, and local governmental approvals and reviews required by law to be
obtained by it for the Hotel and Parking Structure. Those approvals or
reviews which have not been obtained as of Closing shall be set forth in
the legal opinions of the City Attorney of City and Counsel for PVD to be
delivered at Closing. Further, the parties warrant that they shall
comply with the provisions of the Davis Bacon Act, as amended.
4.05 The parties hereto acknowledge that HUD, in selecting the City for the
award of the IIDAG Grant, relied in material part upon the assured
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RESOLUTION # 7
completion of the Hotel and Parking Structure; and, provided that Closing
is achieved, each party hereto assures the other that it wi11 complete,
or cause to be completed, the activities for which it is responsible.
4.06 Each party hereto receiving UDAG Funds agrees that:
(a) It shall keep and maintain books, records, and other documents
relating directly to the receipt and disbursement of such grant
funds; and
(b) Any duly authorized representative of HUD or the Comptroller General
of the United States shall, at all reasonable times, have access to
and the right to inspect, copy, audit, and examine all of its books,
records, and other documents relating to such funds until the
completion of all close-out procedures respecting the UDAG Funds,
and the final settlement and conclusion of all issues arising out of
the UDAG Funds.
4.07 PVD and the City agree that any duly authorized representative of HUD
shall, at all reasonable times, have access to any portion of the Hotel
until completion of all close-out procedures respecting the IIDAG Funds.
4.08 Each party hereto receiving UDAG Funds acknowledges and agrees that no
transfer of UDAG Funds by the City to it shall be, or be deemed, an
assignment of UDAG Funds, and that it shall neither succeed to any
rights, benefits, or advantages of the City under the UDAG Agreement, nor
attain any rights, privileges, authorities or interest in or under the
UDAG Agreement.
4.09 Each of the parties hereto acknowledges that nothing contained in the
UDAG AGreement, or in this Development Agreement between the parties, nor
any act of HUD, City, or any of the parties hereto, shall be deemed or
construed by any of the parties hereto to create any relationship of
third-party benef3ciary, principal and agent, 1�mited or general partner-
ship, or joint venture, or any association or relationship involving HUD.
4.10 Except for the obligations which it has undertaken pursuant to this
Development Agreement, City shall not be liable to any party hereto, or
to any other party, except HUD, for completion of, or failure to complete
any activities which are a part of the UDAG Agreement, except those
specified in Exhibit S of the UDAG Agreement.
4.11 �o member, officer, or employee of City, or its designee, or agents, no
consultant, no member of the governing body of City, and no other public
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RESOLUTION # 7
official of City, who exercises or has exercised any functions or respon-
sibilities with respect to the UDAG Grant Activities durir.g his or her
tenure shall have any interest, direct or indirect, in any contract or
any subcontract, or the proceeds thereof, for the work to be performed in
connection with the UDAG Grant Activities or in any activity, or benefit
therefrom, which is part of the UDAG Grant Activities.
4.12 Each of the parties hereto agrees that City may provide a project sign
consistent with the criteria established by HUD and the City's sign
oidinance.
ARTICLE V
GENERAL PROVISIONS
5.01 This Development Agreement shall be binding according to its terms upon
and inure to the benefit of the parties hereto, their successors, succes-
sors in interest and assigns, provided, however, that PVD may assign its
interest herein to a limited partnership of which PVD shall be the
general partner provided further that PVD shall not assign or otherwise
transfer PVD's interest in this Develop�ent Agreement and the estate
created thereby, whether by operation of law, sale of stock, transfer of
assets, merger, consolidation or otherwise, without Lessor's prior
written consent, which consent shall not be unreasonably withheld.
5.02 All notices required or desired to be given hereunder shall be sent by
certified or registered mail, return receipt requested, and if to the
PVD, to:
Py-Vavra Development, Inc.
933 North Mayfair Road
P.O. Box 13507
T.Jauwatosa, tJisconsin 53226
and if to the City, to:
City Manager
City of Oshkosh
215 Church Avenue
Oshkosh, Wisconsin 54941
Each of the parties shall have the right to change the address to which
notices to it are sent by written notice to the others.
5.03 (a) This Developnent Agreement constitutes the entire understanding of
the parties with respect to the matters relating to the development
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of the Hotel and Parking Structure and the other matters provided
for herein, and there are no covenants, promises, agreements,
conditions or understandings either oral or written between them
other than are contained herein. No alterations, amendment, change
or addition to this Agreement shall be binding upon any party unless
reduced to writing and signed by each party.
(b) Notwithstanding anything herein to the contrary, the parties hereto
acknowledge the due execution of the UDAG Agreement, and acknowledge
that each party hereto has a copy of the IIDAG Agreement and is
familiar with its contents, and each agrees that any conflict
between the provisions, requirements, duties or obligations of this
Agreement, and UL`AG Agreement, shall be resolved in favor of the
UDAG Agreement.
Further, the parties agree, notwithstanding anything herein to the
contrary, that any provisions of the UDA� Agreement requiring
matters to be included in this agreement (see, ior example, ARTICLE
IX of the UDAG Agreement entitled Third Yarty Contract Requirements)
shall be deemed a part of this agreement whether or not the same is
set out herein.
5.04 One or more waivers of any covenants or conditions of this Development
Agreement by any party shall not be construed as a waiver of a subsequent
breach of the same covenant or conditions or subsequent waivers of other
covenants or conditions, and the consent or approval by any party to or
of any act by another party requiring such party's consent or approval to
or of any subsequent similar act of another party. No breach of a
covenant or condition of this Development Agreement shall be deemed to
have been waived unless such waiver be in writing, signed by the party.
5.05 This Development Agreement shall be governed by and construed in accor-
dance with the laws of the State of Wisconsin.
5.06 Notwithstanding anything herein contained to the contrary, it is under-
stood and agreed that City and PVD have absolutely no obligations under
the terms of this Development Agreement and that the obligations of each
with respect to the development of the Hotel and Parking Structure are
contingent ones, unless and until all conditions of the UDAG Agreement
are met by all parties hereto, HUD makes the funds available to the City
pursuant to the terms of the UDAG Agreement, and Closing is achieved. In
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RESOLUTION # %
the event such funds are not available to the City pursuant to the LIDAG
contract and Closing is not achieved on or before March 1, 1954, each
party shall have the right at any time thereafter and until such funds
are received by the City to terminate this Development Agreement by
written notice to the other parties hereto.
5.07 It is understood and agreed that only the parties hereto shall have any
rights or benefits under this Development Agreement and the parties do
not intend to create any rights or benefits in any third parties, includ-
ing HUD, as third party beneficiaries or otherwise, except to the extent
specifically provided herein. .
5.08 (a) So long as the PVD shall not be in material default under the Second
Mortgage, or this Development Agreement, and HUD shall not be in
default on the UDAG Agreement, (i) the City will use its best
efforts to avoid any default under the UDAC Agreement which might
cause HUD to cease to grant UDAG Funds to the City in accordance
with the texms of the UDAG Agreement; and (ii) the City shall
promptly take any and all action, within the limits of its legal
authority and deemed appropriate by it, ir. an effort to assure the
continuing and timely grant of UDAG Funds to it pursuant to the UDAG
Agreement.
(b) So long as the City shall not be in material default under this
Development Agreement, PVD warrants that it shall meet all of its
obligations under this Agreement.
5.09 Each agreement, obligation, representation and undertaking of the parties
hereto contained in this Development Agreement shall survive the Closing.
ARTICLE VI
DEFINITIONS
"Closir.g" means the date upon which the items set forth in Section 1,
1.01(b) are accomplished and the first disbursement funding for the Hotel is
able to be made pursuant to the UDAG Agreement.
"Development Agreement" means this agreement and any amendments thereto.
"Garage Utilization Plan" means the plan adopted by the City to provide
parking in the Parking Structure PVD is required to construct pursuant to the
UDAG Agreement.
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RESOLUTION # 7
"Hotel" means an approximate 180-room project to be developed on the Site
and managed by the Radisson Hotel Corporation, as more fully described in
Exhibit C to the UDAG Agreement.
"Hotel Management Agreement" means the agreement between the PVD and the
Hotel Manager to manage the hotel for a term of at least 25 years.
"Eotel Mana�er" means Radisson, or any party substituted therefor.
"HUD" means the IInited States Department of Housing and Urban Develop-
ment, acting through its authorized representative.
"Tiortqagee(s)" means the City, the second mortgage lender.
"Parking Structure" means that structure to be constructed by PVD as more
fully described in Exhibit C to the UDAG Agreement.
"Radisson Hotel Corporation" means the proposed operator of the Hote1, a
New Jersey Corporation with its principal place of business in Minneapolis,
Minnesota.
"Second Mortgage" means the mortgage hypothecating the interest of PVD in
the Site and the Hotel, subject to the first mortgage, in order to secure the
indebtedness of PVD to the City under the UDAG Loan.
"Site" means those parcels located on the west side of the first block of
North Main Street, as shown on Exhibit A hereto, in Oshkosh and upon which the
Hotel and Parking Structure are to be constructed.
"Title Insurance Company" means a title insurance company satisfactory to
the parties hereto.
"UDAG Agreement" means the Grant Agreement (UDAG No. B-83-AA-SS-0022)
executed by HUD on March 30, 1983, and by City on , 1983,
and any amendments thereto.
"UDAG Grant" or "UDAG Loan" or "UDAG Grant Funds" means the Nine Hundred
Thousand Dollar ($900,000) amount granted to the City by HUD pursuant to the
UDAG Agreement.
"UDAG Mortgage" or "UDAG Loan" means the loan in the amount of Nine
Hundred Thousand Dollars ($900,000) to be made by the City to the PVD, which
loan is to be secured by a Mortgage on the Hotel.
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RESOLUTION # 7
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and
seals the day and year first above written.
ATTEST:
Ci[y Clerk
ATTEST:
CITY OF OSHKOSH
A Municipal Corporation
City Manager
Py—Vavra Development, Inc.
A Wisconsin Corporation
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RESOLUTION # 7
_ EXHIBIT F
� RnDI550N NOTEL
- 05HKOSH, WISCONSIN
�sz RuoMs
CAPITAI BUDGET
USES:
HARD C05T5•
a►� structwn:
Generel Conttact
Buiiding 6 Utllitka
l�ndscap�
site w«�k
Cohstructbn Bond
Archliecturai b Engineering
Inspecting Architeci
Furniture, Fixtuces s Equipment
(i8Z rooms 6 StZ,�OD/ronm)
Parking Structure (Note i)
TOTAL HARD COSTS
$6,450,000
50,000
zao.oao
$ 50,000
q50,000
25,000
2,175,a00
900,000
SOFT COSTS:
Pinance �osts:
interest 0 i0$ $ 500,a00
Fees 660,000
Leaai, Title, Appraisel, ett.
Administrative Costs b Expense+s
Prr�serty T�xes E lnsurante
T�citniwl Services/Radlsson Noce! Carp.
Devrie¢ment Fees
Pre-4,hening
TdTAL SOFT Cg5T5
SU6 TOTA4
REScRVE5 for cotttfngencies, short f8i1,
working capital, and additional partnersfiip expenses
TOTAL USES WIYHOUT l.AND
LAND - Leased
TOTAL PROJECT OEYE1.4t'MENT CQSl'S
SOURCES: Industrial Revenue Bonds
Third lNortgage ( E q u i ty )
U.D.A.G.
S.yndication Guarantee
�_
Note 1; inc�udea Hard and Soit Costs.
PVD /BAPlss
November 14, 1983
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gs,�oo,000
3,600,000
$1,160, 000
1QO,OOQ
szs,oao
50,4�D
75, 000
450,000
275.DQR
$10,000,0�0
3,ODO,OOa
900,000
2,000,000
$iQ,3�0,GQ�
2,235,�Q0
�' $12.535,000
3�365,000
515,900,�00
0
15,940.000
$15,900.000
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