Lot 9, Downtown Entertainment District
Transcription
Lot 9, Downtown Entertainment District
CITY COMMISSION AGENDA MEMO June 14, 2011 FROM: Jason Hilgers, Assistant City Manager MEETING: June 21, 2011 SUBJECTS: Lot 9, Downtown Entertainment District PRESENTER: Jason Hilgers, Assistant City Manager BACKGROUND On October 12, 2010, the City Commission received a presentation from a class of Architecture at Kansas State University (KSU) outlining several options for the 4.5 acre site. At the same time, City Administration gave an overview of the five interested parties who had submitted letters of interest in developing all or a portion of Lot 9. Interest submitted consisted of two hotel proposals, one residential, one multi-use retail/residential/restaurant, and a theater. On December 14, 2010, the City Commission received another presentation from members of the KSU Architecture class with a preferred concept including the Colin Noble two hotel proposal along with a mixed-use building with restaurant, retail, and housing. The Commission also heard from a couple other interested parties/developers who were advocating for a Request for Proposal (RFP) process. Both developers expressed interest in other uses for Lot 9 including retail, residential, theaters, and restaurants. The Commission directed City Administration to prepare a draft Request for Proposals (RFP) soliciting proposals from developers as to the development of Lot 9. On February 8, 2011, the City Commission received a presentation from City Administration on the draft RFP for the development of Lot 9 within the South Downtown Entertainment District. In addition, the City Commission also heard a presentation from John Conderman representing Flint Hills Square, LLC (FHS). Mr. Conderman reiterated the Noble proposal of two hotels within Lot 9 along with a mixeduse building consisting of a restaurant, retail, and residential uses. Upon hearing both presentations, the Commission gave direction to City Administration to work with FHS, to draft development agreements for the proposed two hotels and mixed-use building on Lot 9. On March 8, 2011, the City Commission held a work session on Lot 9 and received an overview of the general sections of the draft agreement. FHS representatives also made a brief presentation of their commitment to the project and reviewed the concept of two hotels and a mixed-use building. On May 10, 2011, the City Commission held another work session relative to Lot 9 and again received an overview of the draft agreement. FHS reiterated their position on the purchase price at $500,000 for three lots consisting of private development at 1.33 acres (57,755 sq. ft.). This purchase price equates to an investment by FHS at $8.66 per sq. ft. In addition to the purchase price for the land, FHS has agreed to submit benefit district petitions to finance 75% of the publicly dedicated parking lots (3) within the proposed Lot 9. The parking lots are estimated at $1,400,000 with private financing covering $1,050,000, resulting in $350,000 (25%) to the City. Although the parking lots will be owned by the City and available for both public and private use, the draft agreement sets forth responsibility of maintaining the public parking lots by FHS or the assigned owners of the three private lots. Major reconstruction work is scheduled to be shared 75% (FHS) and 25% (City). This is similar to the relationship the City shares with Manhattan Town Center. DISCUSSION On May 16, 2011, City Administration provided the City Commission with a financial analysis in regard to revenues anticipated from FHS in comparison to what was forecasted by Real Estate Research Consultants (RERC), the firm that completed the revenue forecast for the Tax Increment Financing (TIF) and Sales Tax Revenue (STAR) bond issues. As a result of this analysis, annual revenues for STAR bonds are reduced by $214,874 annually primarily due to the reduction of retail and an increase in hotels, while TIF revenues would increase by $254,822 annually, primarily due to the property tax increase with the addition of the hotels. Also as a result of the May 10, 2011, work session, the City Commission gave City Administration direction to hire Strategic Advisory Group (SAG) to complete a market analysis with respect to adding two hotels to the Manhattan market, and how these two hotels located in close proximity would impact the use and success of the Manhattan Conference Center and the Manhattan Hilton Garden Inn. SAG will be in attendance to make a presentation to the City Commission on their findings. The draft agreement is attached. Key points for consideration continue to revolve around timing of improvements and sequencing of approvals from the City Commission. The draft agreement is written in a way that will rezone the entire Lot 9 to a Preliminary PUD consisting of two hotels, one mixed-use building, and three parking areas. The rezoning would also include a Final Development Plan for the Candlewood Inn and Suites. The draft agreement would transfer all three private lots at the completion of the rezoning as described above, with only one property in a Final Development Plan for the first hotel. Before the other two properties could be developed, the Developer would have to obtain financing and those lots would have to have a Final Development Plan approved for each lot. In order to ensure these lots would actually be developed within the required time frames, there are liquidated damages provided, beginning in 2015, and, in addition, the City has the option of getting the properties back, through a reversionary clause. City Administration is seeking feedback specifically on the timeframe that should be inserted to allow the developer to construct an improvement on the property. While liquidated damages will begin in 2015, which implies the project hasn’t been completed sometime in 2014, there is currently a blank in the agreement that indicates how long the City will allow the developer to pay liquidated damages before the property actually reverts to the City. Under the above described scenario, the property will have set vacant for 2.5 years after this agreement is entered (June 2011 until December 2014). City Administration would suggest a limited amount of time be allowed; perhaps a year or two, then the property would revert either January 1, 2016, or January 1, 2017. FINANCING To date, discussions have centered on a negotiated purchase price and participation in public infrastructure in and near Lot 9. As stated in the May 16, 2011, analysis, the FHS proposal is anticipated to generate less revenue for STAR bonds annually, but about an equal amount as projected to TIF revenues annually. ALTERNATIVES It appears the Commission has the following alternatives concerning the issue at hand. The Commission may: 1. Authorize City Administration to finalize and the Mayor and City Clerk to execute the Development Agreement, and associated documents with Flint Hills Square, LLC, et. al. for the redevelopment of Lot 9. 2. Do not approve the measure. 3. Modify or develop alternatives if other concerns or factors arise. 4. Table the request. RECOMMENDATION City Administration recommends the City Commission provide feedback and direction on any pertinent issues regarding the negotiations for the draft development agreement for Lot 9 with Flint Hills Square, LLC. Options for the Commission include considering this item a discussion item and postponing the action until a future date, or reaching a consensus based on the findings of the SAG report and authorizing City Administration to finalize the agreement and the Mayor and City Clerk to execute the agreement when complete. POSSIBLE MOTION Authorize City Administration to finalize and the Mayor and City Clerk to execute the Final Development Agreement and associated documents with Flint Hills Square, LLC, et. al. for the redevelopment of Lot 9, Downtown Entertainment District. JH 11102 Enclosures: 1. Draft Agreement 2. May 16, 2011, Financial Analysis 3. Executive Summary 4. Power Point Presentation DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into on this ______ day of ________________, 2011, by and between the City of Manhattan, Kansas, a Municipal Corporation, (hereinafter referred to as “City”), Flint Hills Square, LLC, a Kansas limited liability company (“Developer”), and Noble Hospitality of the Flint Hills, LLC, Noble Hospitality, Inc., and GJL Real Estate, LP, (“Assignees”); WHEREAS, the City is the owner of Lot 9, Downtown Entertainment District, a Commercial Planned Unit Development, in the City of Manhattan, Riley County, Kansas (hereinafter the “Project Site”); and, WHEREAS, the City desires to develop the Project Site and is prepared to solicit proposals from developers as to such development; and, t f a r WHEREAS, prior to the City’s solicitation of such proposals, Developer has requested that the City forego any such solicitation and to enter into an agreement with Developer and Assignees for the development of the Project Site, giving Developer and Assignees the exclusive opportunity, as more specifically set forth in this Agreement, to actively participate with the City in the development of the Project Site. NOW, THEREFORE, in consideration of the promises and mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: WITNESSETH: I. DEFINITIONS: D As used in this Agreement, the following terms, when having an initial capital letter in the text of this Agreement, shall have the following meaning: THE ACT: K.S.A. 12-1770, et.seq. AGREEMENT: This Development Agreement, taken and construed as a whole; as amended from time to time. ASSIGNEES: Noble Hospitality of the Flint Hills, LLC; Noble Hospitality, Inc.; GJL Real Estate, LP. CITY: The City of Manhattan. DEVELOPER: Flint Hills Square, LLC PROJECT: The construction of two hotels, consisting of an 84 room Candlewood Suites Extended Stay Hotel (the “Candlewood Project”) and a 76 room Holiday Inn Express (the 1 “Holiday Inn Project”); the construction of a locally owned concept restaurant, coffee shop/bakery, and loft apartments (the “Mixed Use Project”); and, the construction of the necessary public improvements (the “Public Projects”), such as parking lots, landscaping, travel ways, sewer, water, storm sewer infrastructure, and a sidewalk which is located within the public park that abuts Lot 1 and Lot 4. The Candlewood Project, Holiday Inn Project and the Mixed Use Project are sometimes hereinafter collectively referred to as the “Private Projects”. PROJECT SITE: Lot 9, Downtown Entertainment District, a Commercial Planned Unit Development, in the City of Manhattan, Riley County, Kansas REDEVELOPMENT DISTRICT: An area, including the Project Site, created by the City by Ordinance No. 6512 , pursuant to the Act. REDEVELOPMENT PLAN: A Plan adopted by Ordinance No. 6612 of the City, pursuant to the Act. II. GRANT/COMPENSATION A. GRANT. t f a r The City hereby grants the Developer and Assignees, under and pursuant to the terms of this Agreement, the exclusive right to develop the Project Site. The Grant set forth herein shall be deemed to expire at the time this Agreement is terminated pursuant to its terms. B. COMPENSATION D The Developer hereby agrees to pay to the City the sum of Twenty-Five Thousand Dollars ($25,000), as, and for, the Grant. Said sum shall be paid to the City within 30 days of the date of this Agreement and shall be non-refundable, even in the event this Agreement is terminated by its terms. III. CONCEPT SITE PLAN; SALE/PURCHASE OF PORTIONS OF THE PROJECT SITE; ASSIGNMENT OF INDIVIDUAL LOTS TO ASSIGNEES. A. CONCEPT SITE PLAN. The parties have mutually agreed to a Concept Site Plan as shown on Exhibit A, attached hereto and incorporated herein by reference. The purpose of the Concept Site Plan is to identify the private and public areas to be developed as the Project for the purposes of this Agreement. The parties understand, and agree, that the Concept Site Plan will be replaced by the final plat created by the zoning process, as outlined hereinafter. Any references within the terms of this Agreement to either the Concept Site Plan, and/or the Lots within the Concept Site Plan, shall be deemed to coincide with the corresponding areas identified on the final plat. 2 B. SALE/PURCHASE OF PORTIONS OF THE PROJECT SITE. The City agrees to sell, and Developer agrees to purchase, Lots 1, 2 and 3, identified on the Concept Site Plan. The purchase price for such sale shall be the sum of Five Hundred Thousand Dollars ($500,000). Such sale and purchase shall be subject to the terms of this Agreement and further subject to the terms of a Real Estate Sale Contract (the “Contract”) which shall be entered into by and between the parties hereto simultaneous with the execution of this Agreement. The Closing of such sale shall take place pursuant to the Contract but not before the approvals required by Sections IV and V of this Agreement. C. ASSIGNMENT OF LOTS TO ASSIGNEES The Developer, prior to closing, shall assign its rights hereunder: regarding Lot 1 to Assignee Noble Hospitality of the Flint Hills, LLC (“Noble LLC”); regarding Lot 2 to Noble Hospitality, Inc. (“Noble Inc.”); and, regarding Lot 3 to GJL Real Estate, LP (“GJL”). The City shall execute, and deliver, deeds to the respective Assignee, all pursuant to the Real Estate Contract. Noble LLC shall construct the Candlewood Project on Lot 1 and the necessary Public Projects on Lot 4, including the sidewalk within the Park abutting Lot 1, all pursuant to the provisions set forth hereinafter. Noble Inc. shall construct the Holiday Inn Project on Lot2 and the necessary Public Projects on Lot 5, all pursuant to the provisions set forth hereinafter. GJL shall construct the Mixed Use Project on Lot 3 and the necessary Public Projects on Lot 6, all pursuant to the provisions set forth hereinafter. IV. t f a r D PRELIMINARY DESIGN OF THE PROJECT: A. Developer agrees to provide the City with a preliminary design (the “Preliminary Design”) of the Project, certified by an architect licensed in Kansas, as soon as practical after the execution of this Agreement. The Preliminary Design shall be in a form adequate to be used to satisfy all requirements necessary in order to amend the zoning of the Project Site to allow the construction of the Project as a commercial planned unit development under the Zoning Regulations of the City of Manhattan. B. The Preliminary Design shall be subject to the approval of the governing body of the City, in its capacity as the owner of the Project Site and unrelated to its function as a governmental entity. Such approval shall rest within the total discretion of the governing body and may be based upon any factor such governing body deems appropriate, and including but not limited to: 1) compliance with any requirements of the state of Kansas associated with the City’s issuance of STAR Bonds pursuant to the Act; 2) compliance with any requirements of the Redevelopment Plan; 3) compliance with Design Guidelines, previously adopted by the City and applicable to the Project Site; and, 4) compliance with recommendations of professional staff. Developer agrees to continue to modify, and amend, the Preliminary Design of the Project until it is acceptable to the governing body of the City, acting as a party to this Agreement, and not in its governmental capacity. The governing body’s approval of the Preliminary Design shall be 3 expressed in writing. The governing body’s approval shall be determined by a simple majority of the body. C. The Preliminary Design shall include the identification of the Public Projects.. D. The Preliminary Design shall also include an estimate, certified by the architect, of the cost to construct the Project, including an estimate of the cost to construct the Public Projects. The Developer shall also propose the minimum investment (the “Minimum Investment”) that Developer and all Assignees will make related to all costs necessary to construct the Project and any necessary public infrastructure. E. Developer shall be responsible for all costs related to the Preliminary Design, except as specifically set forth herein, and shall hold the City harmless there from. In the event the Preliminary Design has not been approved by the Governing Body of the City on or before ________________, 2011, this Agreement shall be deemed to be null and void and of no further force or effect and all parties shall be released from the terms hereof. The parties may extend such time by mutual agreement. V. t f a r FINANCIAL INFORMATION: A. On, or before approval of the Preliminary Design, Noble LLC shall make available to the City such books, accounts, records, reports, financial statements or other such documents, in a form and manner reasonably requested by the City, in order for the City to determine whether or not Noble LLC has the adequate financing to fund its obligation to construct the Candlewood Project within the time frames set forth below. On, or before approval of the Preliminary Design, Noble Inc. shall make available to the City such books, accounts, records, reports, financial statements or other such documents, in a form and manner reasonably requested by the City, in order for the City to determine whether or not it is likely that Noble Inc. will be able to acquire the adequate financing to fund its obligation to construct the Holiday Inn Project within the time frames set forth below. On, or before approval of the Preliminary Design, GJL shall make available to the City such books, accounts, records, reports, financial statements or other such documents, in a form and manner reasonably requested by the City, in order for the City to determine whether or not it is likely that GJL will be able to acquire the adequate financing to fund its obligation to construct the Mixed Use Projct within the time frames set forth below. The phrase “make available” as used in this paragraph, shall mean that the applicable Assignee is obligated to allow the City to view, and have access to, the documents set forth herein, but shall not permit the City to take possession of such documents. D B. The evidence of the applicable Assignee’s financial ability, as set forth above, and the Minimum Investment shall all be subject to the approval of the governing body of the City. In the event such matters have not been approved, in writing, by the Governing Body of the City on, or before, ________________, 2011, this Agreement shall be deemed to be null and void and of no further force or effect and each party shall be released from the terms hereof. The parties may extend such time by mutual agreement. 4 VI. REZONING OF DEVELOPMENT PLAN THE PROJECT SITE: PRELIMINARY AND FINAL A. Once the Preliminary Design has been approved pursuant to Section IV above, and the financial matters have been approved pursuant to Section V above, Developer agrees to submit an application for the rezoning of the Project Site in compliance with the Preliminary Design and in compliance with all applicable rules, regulations, statutes, laws and ordinances. The City, as the owner of the Project Site, hereby authorizes Developer to submit such application. B. The parties shall jointly cooperate in the rezoning of the Project Site; however, nothing contained within this Agreement shall be deemed to obligate the City, or any of its boards or agencies, acting within its, or their, governmental capacities, to approve such rezoning. C. Developer shall be responsible for all costs involved and related to such rezoning. t f a r D. It is anticipated that Developer will submit a preliminary\final development plan for Lots 1 and 4, and a preliminary development plan for Lots 2, 3, 5 and 6. VII. CLOSING; ESCROW OF DEVELOPMENT DOCUMENTS A. Once the Project Site has been rezoned, the Real Estate Contract may proceed to closing. As a condition to closing, each Assignee shall have executed and deposited with Charlson & Wilson, Bonded Abstractors, as Escrow Agent, the following documents: D i. Public Project Development Agreement for the applicable Public Projects (Attached as Exhibits B, C and D) ii. Petition for the applicable Benefit District (Attached as Exhibits E, F and G) iii. The applicable Parking Area Agreement (Attached as Exhibits H, I and J) These documents shall be held in escrow and dealt with pursuant to the provisions of Section VIII (B), X, and XI below. B. Rezoning of the Project Site shall not be deemed to have occurred until the statutory time for a challenge to the reasonableness of such zoning has passed without any such challenge; or, any challenge has been successfully resolved. VIII. CONDITIONS TO COMMENCEMENT OF CONSTRUCTION A. FINAL DESIGN OF THE APPLICABLE PRIVATE/PUBLIC PROJECTS: Prior to commencement of construction of the applicable Private Project on any lot, each Assignee, agrees to complete the final construction design of the Applicable Project. The final design shall be completed in two separate parts. One part shall consist of the final design of the Applicable Private Project (the “Applicable Private Final Design”) and the second part shall consist of the final design of the Applicable Public Projects (the “Applicable Public Final 5 Design”). The Applicable Private Final Design and the Applicable Public Final Design shall collectively be referred to as the “Applicable Final Designs”. The Applicable Final Designs shall be completed, and certified, by an architect, licensed in Kansas. Such Applicable Final Designs shall include an estimate, by the architect, of the costs to construct the Applicable Private Project and the Applicable Public Projects. The Applicable Final Designs, and the estimated costs thereof, shall be subject to the reasonable approval of the governing body of the City. Such approval of the Applicable Final Design shall be limited to the following factors: 1) compliance with the approved zoning; 2) compliance with any requirements of the state of Kansas associated with the City’s issuance of STAR Bonds pursuant to the Act; 3) compliance with any requirements of the Redevelopment Plan; 4) compliance with Design Guidelines; and, 5) a total estimated cost equal to, or greater than, the applicable portion of the Minimum Investment. The parties agree to continue, in good faith, to modify, and amend, the Applicable Final Designs of the Applicable Project until all such matters are acceptable to the governing body of the City. B. t f a r FINANCING OF PUBLIC PROJECTS: The parties agree that the Public Projects shall be financed through the creation of benefit districts, pursuant to K.S.A. 12-6a01, et. seq. In order to create such benefit districts, each Assignee agrees to execute the applicable petitions (the “Petitions”) in the form attached as Exhibits E, F and G. Such Petitions shall be executed prior to Closing of the Contract regarding the Lots within the Concept Site Plan (the “Property”) and shall be deposited with the Escrow Agent identified in the Contract. The Closing shall be contingent upon the execution and delivery of the Petitions. The Escrow Agent shall be directed to deliver the Petitions to the City at Closing. D Upon delivery to the City, the City Clerk shall hold such Petitions, in escrow, until the applicable Assignee submits its application for a building permit to construct the applicable Private Project, at which time the Applicable Petitions shall be deemed to have been submitted to the City for action. When submitted, the City agrees to accept the Petitions and approve Benefit Districts pursuant to the Petitions, and pursuant to K.S.A. 12-6a01, et seq. The City, following acceptance of the Petitions, agrees to follow its normal business process concerning the issuance of temporary notes, which presently results in an issue every quarter of the year. Developer, and Assignees, agree to accept creation of the Benefit Districts, pursuant to the petitions, and to pay any, and all, assessments against the Benefit Districts, levied as a result of such action. Assignees further hereby waive any right of protest, or right to challenge, any such assessments. Assignees agree that their obligations set forth in this subparagraph shall run with the applicable property and be binding upon the successors and assigns of each Assignee. In the event any Assignee sells, or transfers, all, or any portion, of the Property, prior to the acceptance of the Petitions by the City, said Assignee agrees to provide a copy of this Agreement to the purchaser, or transferee, of such property, and to specifically notify said person, or entity, of the provisions of this section. 6 IX. CONSTRUCTION OF THE PRIVATE PROJECTS; LIQUIDATED DAMAGES; REVERSION A. Once title to the Property is transferred to each Assignee, said Assignee shall, at its expense, construct or cause to be constructed, the Applicable Private Project, in accordance with the Applicable Final Design and in the following sequence: i. The Candlewood Project shall be constructed by Noble LLC and shall commence not more than ___ months after Closing and shall be completed no longer than 15 months after commencement of construction. ii. The Holiday Inn Project shall be constructed by Noble Inc., and shall commence no later than 15 months after Closing and shall be completed no longer than 15 months after commencement of construction. t f a r iii. The Mixed Use Project shall be constructed by GJL and shall commence no later than ____ months after Closing and shall be completed no longer than 15 months after commencement of construction. B. The parties agree that if any Assignee, after receiving title to the Property, fails to construct the Applicable Private Project within the time frames set forth above, the City will be damaged and that damage is difficult, if not impossible, to calculate. In order to establish such damage as a liquidated amount, and not as a penalty, and in order to provide security for each Assignee’s performance of its obligations to construct the Applicable Private Project within the time frames set forth above, the parties agree, as follows: For each year, subsequent to December 31, 2014, each Assignee agrees to pay to the City an amount equal to the difference between the ad valorem taxes actually assessed against its Lot, and all improvements located thereon, and the amount of such taxes that would have been assessed if the said Lot, and all improvements located thereon, were valued, as follows: Lot 1----$4,633,384; Lot 2----$_______; and Lot 4---$_______. Such amount shall be due on June 1 of each applicable year and shall accrue interest at the rate of 8% per annum if not paid within 30 days of the due date. The provisions of this subsection shall be deemed to run with, and be a first and prior lien, upon the Applicable Lot and be binding upon each Assignee, its successors and assigns. The provisions of this subsection may be reflected in the deed of conveyance between the City and Developer concerning the Property. D C. In the event any Assignee fails to commence substantial construction of the Applicable Private Project on, or before _______________, title to the Applicable Lot shall revert to the City free and clear of all encumbrances, at the City’s option. In order to exercise such option, the City shall provide written notice to the Applicable Assignee declaring the date upon which such reversion shall become effective, which shall not be sooner than 90 days following delivery of such Notice, unless said Assignee commences substantial construction before such date. For the purposes of this paragraph, substantial construction shall mean the following: a) Assignee has provided the City with a written commitment from a lender, authorized to do business in Kansas, showing that Assignee has sufficient funds to complete the construction; b) Assignee has applied for, and been issued, a building permit to construct the Applicable Private Project; and c) 7 Assignee has provided written evidence to the City showing the Assignee has entered into a contract with a contractor, licensed by the City, to construct the Applicable Private Project within the required time frames. The provisions of this subsection shall be deemed to run with, and be a first and prior lien, upon the Applicable Lot and be binding upon each Assignee, its successors and assigns. The provisions of this subsection may be reflected in the deed of conveyance between the City and Developer concerning the Property. X. CONSTRUCTION OF THE PUBLIC PROJECTS: The parties agree that the Public Projects shall be constructed pursuant to the terms of the Public Project Development Agreements, the form of which is attached as Exhibits B, C and D. The Public Project Development Agreements shall be executed prior to Closing of the Real Estate Contract and shall be deposited with the Escrow Agent identified in the Contract. The Closing shall be contingent upon the execution and delivery of said Agreement. The Escrow Agent shall be directed to deliver the executed Agreement to the City at Closing, said Agreement to become effective at the time that such Assignee submits its application for final design for construction of improvements on its lot and obtains City approval. XI. t f a r MAINTENANCE AND REPAIR OF THE PARKING AREAS: The City agrees that the parking areas constructed upon Lots 4, 5, and 6 as shown on Exhibit A shall always remain public parking areas and each Assignee agrees to provide all maintenance and repair of the parking areas, all pursuant to the terms of Parking Area Agreements, the form of which is attached hereto as Exhibit H, I and J. The Parking Area Agreements shall be executed prior to Closing of the Real Estate Contract and shall be deposited with the Escrow Agent identified in the Contract. The Closing shall be contingent upon the execution and delivery of said Agreements. The Escrow Agent shall be directed to deliver the executed Agreements to the City at Closing. D Upon delivery to the City, the City Clerk shall hold such Parking Area Agreements until each such Assignee submits its application for final design for construction of improvements on its lot and obtains City approval, at which time the City Clerk shall record the Applicable Parking Area Agreement with the Office of the Register of Deeds of Riley County, Kansas. XII. GENERAL PROVISIONS: A. No delay or omission to exercise any remedy or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. B. Whenever the Developer, Assignees or the City shall default under this Agreement and the non-defaulting party shall employ attorneys or incur expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party, the Developer, Assignees and the City agree that it 8 shall, upon demand therefore, pay to the non-defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the non-defaulting party. C. This Agreement shall be binding on the parties and their successors and assigns. D. In the event that any party hereto shall be delayed or hindered in, or prevented from, the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, riots, insurrection, war, or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Agreement, the performance of such act shall be excused for the period of the delay, and the period of the performance of any such act shall be extended for a period equivalent to the period of such delay. E. This Agreement shall be deemed to be entered into in the state of Kansas, and shall be enforceable under the laws of that state. The parties agree that the Riley County District Court, located in Manhattan, Riley County, Kansas, shall have sole jurisdiction to enforce the terms of this Agreement. t f a r F. Any notice required under this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, to the addresses as noted below. Any party to this Agreement may change its address for notice specified hereunder by sending written confirmation of such change by certified mail, return receipt requested, to the other party to this Agreement. The addresses for the purpose of notice and other communication are as follows: D 9 If to Developer: With copy to: Flint Hills Square, LLC Attn: Gwyn Riffel 1109 Hylton Heights Road Manhattan, KS 66502 John D. Conderman William J. Bahr Arthur-Green, LLP 801 Poyntz Avenue Manhattan, KS 66502 Flint Hills Square, LLC Attn: Colin Noble 1641 Anderson Avenue Manhattan, KS 66502 If to City: With copy to: t f a r City of Manhattan, Kansas 1101 Poyntz Avenue Manhattan, Kansas 66502 Attention: Ron Fehr, City Manager If to Assignee Noble Hospitality of the Flint Hills, LLC William Frost Morrison, Frost, Olsen & Irvine, LLP 323 Poyntz, Suite 204 Manhattan, Kansas 66502 D Noble Hospitality of the Flint Hills, LLC Attn: Colin Noble 1641 Anderson Avenue Manhattan, KS 66502 If to Assignee Noble Hospitality, Inc. Noble Hospitality Inc. Attn: Colin Noble 1641 Anderson Avenue Manhattan, KS 66502 If to Assignee GJL Real Estate, LP GJL Real Estate, LP Attn: Gwyn Riffel 1109 Hylton Heights Road Manhattan, KS 66502 10 G. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except with the written consent of the other party hereto or as expressly permitted by this Agreement, no party to this Agreement shall take any act which would allow any right hereunder to be assigned or held by any other person without the written consent of the other party hereto, provided however that such consent shall not be unreasonably withheld. H. This Agreement and the Contract constitutes the entire agreement between the Developer, Assignees, and the City with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the Developer, Assignees and the City with respect to the subject matter of this Agreement. This Agreement may not be amended, modified or altered unless by written agreement signed by the Developer, the Assignees, and the City. I. Every representation, covenant, warranty or other obligation within this Agreement shall carry with it an obligation of good faith in its performance or enforcement. t f a r J. The parties agree to conform to the requirements of the applicable City ordinance in effect from time to time. K. Time is of the essence of this Agreement, and all provisions of this Agreement relating to the time of performance of any obligation under this Agreement shall be strictly construed. D L. Each party agrees to cooperate with the other in the undertakings contemplated by this Agreement and shall share and exchange necessary reports and documents as required and when reasonably requested by the other party to this Agreement. Whenever the consent or approval of any party is required under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. IN WITNESS WHEREOF, the City and Developer have caused this Agreement to be duly executed as of the date and year first above written. “CITY” City of Manhattan, Kansas By:__________________________________ _____________________, Mayor By:__________________________________ Gary S. Fees, City Clerk 11 “DEVELOPER” Flint Hills Square, LLC By:___________________________________ “ASSIGNEES” Noble Hospitality of the Flint Hills, LLC By:____________________________________ Noble Hospitality, Inc. t f a r By:____________________________________ GJL Real Estate, LP D By:____________________________________ 12 TRANSMITTAL NOTE ====================================================== DATE: May 16, 2011 TO: City Commission FROM: Jason Hilgers, Assistant City Manager SUBJECT: Financial Analysis of Revenues for Flint Hills Square The City is conducting an analysis of revenues anticipated from the two hotel and mixed use proposal of Flint Hills Square (FHS). FHS is proposing two hotels, an 84 room Candlewood Inn, and a 76 room Holiday Inn Express. Based on comparables in Manhattan, we have valued the construction of each room at $75,000. We have also assumed an average daily rate of $80 at 65% occupancy for 365 days with regard to annual sales. Both of these valuations have been confirmed by FHS. Based on these assumptions, the forecasted taxable sales per room on an annual basis equal $18,980. Annual Sales Taxable Sales Per Room Appraised Value per Room Candlewood Inn $1,594,230 $18,980 $75,000 Holiday Inn Express $1,442,480 $18,980 $75,000 The mixed use building is comprised of 4,000 sq. ft. of retail and 6,000 square feet of restaurant space. There are forecasted to be 12 residential units. The retail investment is valued at $120 per sq. ft. or $480,000, and the restaurant investment is valued at $300 sq. ft. or $1,800,000. The residential is valued at $85,000 per unit for a total of $1,020,000. Retail sales per sq. ft. have been forecasted at $170 for retail and $340 for restaurants. These are consistent throughout the RERC report as well. Taxable sales per square foot have been discounted by 15% due to non-taxable sales that are made in retail and restaurants. This is a consistent variable we have utilized throughout the project and with RERC’s projections. Annual Sales Taxable Sales Per Sq. Ft. Appraised Valued Retail $800,000 $170 $90/sq. ft. Restaurant $2,400,000 $340 $160/sq. ft. Residential $85,000/unit Based on State of Kansas and City of Manhattan sales tax rates, the following table represents the annual revenues forecasted for the FHS proposed development for both STAR and TIF Bonds. Keep in mind the State sales tax rate is currently 6.3% - but for comparison purposes to the 2009 RERC report, 5.3% was utilized. Annual revenue generated for STAR Bonds is estimated at $380,237 while the annual revenue generated for TIF Bonds is $370,979. STAR Annual Revenue State Sales Tax City Sales Tax City Share of County Total Sales Tax Rate 5.3% 1.0% 0.305% 6.605% TIF Annual Revenue Property Tax (2011 Mill Levy) Total $305,110 $57,568 $17,558 $380,237 $370,979 The 2009 RERC report forecasted a total of 25,000 sq. ft. of retail and 14,000 sq. ft. of restaurants for Lot 9. The report reflected a $120 per sq. ft. investment for retail resulting in a total investment of $3,000,000. It also reported a $300 per sq. ft. investment for the restaurants totaling an investment of $4,200,000. The report also forecasted $170 per sq. ft. for retail sales and $340 per sq. ft. for restaurant sales. This resulted in a total of $5,000,000 in annual sales for retail and $5,600,000 for restaurants. Annual revenue for STAR bonds totals $595,111 and the 2011 annual property tax generated equaled $116,157. STAR Annual Revenue State Sales Tax City Sales Tax City Share of County Total Sales Tax Rate 5.3% 1.0% 0.305% 6.605% TIF Annual Revenue Property Tax (2011 Mill Levy) Total $477,530 $90,100 $27,481 $595,111 $116,157 The City received serious interest and started negotiations with Warren Theaters to locate within Lot 9 in 2008. They had proposed a 50,000 sq. ft. theater and had planned to invest $300 per sq. ft. This would have resulted in a total investment of $15,000,000. Annual sales were forecasted by RERC at $75 per sq. ft. for annual total of $3,750,000. RERC also valued the property at $90 a sq. ft. for a total valuation of $4,500,000. Annual revenues for STAR bonds totaled $247,688 while annual property tax totaled $116,416. 2 STAR Annual Revenue State Sales Tax City Sales Tax City Share of County Total Sales Tax Rate 5.3% 1.0% 0.305% 6.605% TIF Annual Revenue Property Tax (2011 Mill Levy) Total $198,750 $37,500 $11,438 $247,688 $116,416 In comparison, FHS will generate $214,874 less in STAR revenue and $254,822 more in TIF revenue annually than the retail and restaurant space forecasted in the 2009 RERC report. STAR TIF FHS $380,237 $370,979 2009 RERC $595,111 $116,157 Warren Theater $247,688 $116,416 In reviewing the debt schedules for both STAR and TIF bonds, STAR is forecasted to retire in 2020 if revenues are generated as anticipated. Reducing the annual revenues in STAR by $214,874 reduces the debt coverage ratio anticipated from 140% coverage to 135% coverage. Ultimately this could retire less principle on an annual basis and may push the retirement out a year or two. The reduction in sales tax on the South end would also impact TIF bonds in the out years. After the retirement of STAR bonds, local sales tax from the South will transfer to assist with the retirement of the TIF bonds. As you can see above, it is a difference of approximately $117,581 annually in local sales tax in the 2009 RERC report, compared to the estimated $75,126 from the FHS proposal, or a difference of $42,455. TIF bonds are structured a little different due to the nature of the “B” bonds. With additional revenue anticipated ($254,822) from the property taxes generated in the South end it will assist in the creation of additional revenues in the short term and provide a benefit back to the bond holders on the North end – including the City and Dial Realty. It will be offset slightly due to the reduction in local sales tax ($42,455) mentioned in the previous paragraph ($117,581 - $75,126) that will be dedicated to the TIF bonds after the retirement of STAR bonds. Enclosures: 1. Financial Summary of Lot 9 2. TIF and STAR Flow of Funds 3 South End Redevelopment Lot 9 Analysis Investment Scenario #1 - 2009 RERC Report Scenario #2 - Warren Theater Scenario #3 - Flint Hills Square Development Retail 3,000,000 480,000 Restaurants 4,200,000 1,800,000 Residential 1,020,000 Hotel 12,000,000 Theater 15,000,000 - Total 7,200,000 15,000,000 15,300,000 State Sales Tax $477,530 $198,750 $305,110 City Sales Tax* $90,100 $37,500 $57,568 County Sales Tax* $27,481 $11,438 $17,558 Total STAR Revenue $595,111 $247,688 $380,237 Property Tax $116,157 $116,416 $370,979 Total TIF Revenue $116,157 $116,416 $370,979 Revenue Projections Scenario #1 - 2009 RERC Report Scenario #2 - Warren Theater Scenario #3 - Flint Hills Square Development Impact to Bonds Scenario #1 - 2009 RERC Report Scenario #2 - Warren Theater Scenario #3 - Flint Hills Square Development --------STAR Bonds-------Projected Retirement Date Coverage Ratio 2020 140% 2022 131% 2022 135% -----------------------------TIF Bonds----------------------------Average Return South Sales Projected Tax to TIF Retirement to City 'B' Bonds* Date Coverage Ratio Bonds 2026 125% $208,000 $117,581 2026 125% $208,000 $48,938 2026 140% $289,543 $75,126 *The South City and County sales tax dedicated to STAR Bonds will be allocated TIF Bonds upon the retirement of STAR Bonds Downtown Redevelopment TIF Bonds Downtown Redevelopment STAR Bonds Flow of Funds Flow of Funds Property Tax City Sales Tax North & South North (1%) City's Portion of County's Sales Tax North (0.3%) TIF A Bonds $21.22M Redemption Account Utilized for special redemptions or debt service shortfall If needed, reimburse City for any annual appropriation 32% City Reimbursables Reimburse excess TIF expenses financed by City; reserve for debt service shortfall $3.136M 43% Dial TIF B Bonds Reimburse Dial for outstanding TIF eligible expenses beyond TIF A bond proceeds $4.16M Note: After the retirement of STAR bonds, the City will dedicate the South City and City's portion of the County sales tax to North TIF bonds. Example of Excess Revenues After Debt Service Redemption Account 25% City Reimbursement 32% South (1%) Once annual debt service is satisfied, any excess revenues will be disbursed to the following fund: Any excess revenues remaining after the preceding reimbursements will be split as follows: 25% City Sales Tax North & South STAR Bonds $50M Once annual debt service is satisfied, any excess revenues will be disbursed in the following order: If needed, reimburse DSRF to meet Debt Service Reserve State Sales Tax TIF B Reimbursement 43% Special Mandatory Redemption Fund Utilized for special principal redemption in order to 'supersink' the STAR Bonds for early retirement. ti t City's Portion of County's Sales Tax South (0.3%) Conference Center & Hotel HOTEL MARKET ASSESSMENT Manhattan, Kansas June 2011 1 Original Study Goals in 2005: To Create a Facility that will: – Be of a Size that will Enable Manhattan to Host Large Events (multiple medium events) events), and – Be of a Quality that will Allow Manhattan to Become Competitive, and – Be Financially Self-sustaining on Ongoing Annual Basis, and – Be Cost Efficient with Public Sector Resources 2 What to do with Lot 9 in 2011? CONFERENCE CENTER Discovery Center Lot 9 3 Today’s Discussion: Does Manhattan’s h ’ Conference f Center need d additional hotel rooms to be effective? Can Manhattan’s hotel market even support more rooms? Will proposed new rooms negatively impact the Hilton G Garden Inn? 4 Question #1 Are additional hotels within walking distance needed to make the Conference Center successful? 5 What Factors are Important? (2005) Nat’l Meeting Planner Survey: 12 Most Important Destination Selection Factors Least Important - - - - - - - - - - - - - - - - - - - - - - - SCALE - - - - - - - - - - - - - - - - - - - - - Most Important Source: Successful Meetings Magazine 6 “How important p is it that the bulk off your y hotel rooms be within walking distance to the meeting facility? (2005) 100% Kansas Meeting Planners 75% 69% 50% 25% 28% 3% 0% 0% Definitely Not Important Somewhat Not Important Somewhat Important Definitely Important 7 Industry I d t R Rule l off Thumb Th b Conference Center Hotels typically support at least 75 to 100 +/- net SF of function space per guestroom 8 C f Conference C Center t Hotels H t l 1. 2. 3. 4. 5. 6. 7 7. 8. 9. 10. 11. 12. 13 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26 26. 27. 28. 29. 30. Property Location Chaminade at Santa Cruz Marriott Conference Center Burkshire Hotel Radisson Hotel & Conference Center Hilton Garden Inn Riverfront Conference Center Chauncey Conference Center Hilton Garden Inn Conf Center at Univ. of Wyoming M i tt C Marriott Conference f C Center t Ki Kingsgate t Xanterra Parks & Resorts Arbor Day Farm Hilton Garden Inn & Conference Center Innsbrook Conference Center The Founders Inn New England Conference Center Center For Executive Education MANHATTAN HGI & CONFERENCE CENTER North Maple Inn Basking Ridge Hamilton Park Maritime Institute Dana Conference Center Desmond Hotel Tarrytown House Hilton Garden Inn Hotel & Conference Center Hilton Garden Inn & Reardon Conference Center Oak Ridge Conference Center Heritage Inn & Conference Center Doubletree Conference Center Emory Conference Center Hotel Harrison Conference Center R David Thomas Center Lakeway Inn Northland Inn & Conference Center Santa Cruz, CA Towson, MD Plymouth, MN Suffolk, VA Princeton, NJ Laramie, WY Ci i Cincinnati, ti OH Nebraska City, NE Kalispell, MT Wright City, MO Virginia Beach, VA Durham, NH Wellesley MA Wellesley, MANHATTAN, KS Basking Ridge, NJ Florham Park, NJ Linthicum Heights, MD Toledo, OH Malvern, PA Tarrytown, NY Columbia, MO Kansas City, KS Chaska, MN Southbury, CT Chesterfield, MO Atlanta GA Atlanta, Glen Cove, NY Durham, NC Austin, TX Brooklyn Park, MN Total Rooms Total Space RATIO 152 136 243 150 100 135 206 144 144 100 240 115 211 134 171 219 232 213 194 212 151 147 147 163 223 198 151 113 239 231 12,000 11,000 21,000 14,000 9,500 13,000 20 000 20,000 14,000 14,000 10,400 25,000 12,000 22 500 22,500 14,500 20,000 27,000 29,100 27,300 27,200 30,000 21,500 21,000 22,000 25,000 36,000 32 000 32,000 25,000 20,300 44,000 46,000 79 81 86 93 95 96 97 97 97 104 104 104 107 108 117 123 125 128 140 142 142 143 150 153 161 162 166 180 184 199 9 “What is your typical peak-night peak night room block?” (2005) 19 20 21 22 100 18 100 80 17 80 16 80 15 80 14 80 13 75 12 75 11 75 10 60 9 60 50 8 24 25 150 440 355 6 50 5 50 4 50 20 3 0 50 20 30 90 100 110 130 145 HGI (134) can accommodate at least 70% of Market 150 200 200 220 HGI plus Fairfield (232) Can accommodate at least 85% of Market 250 450 Number of Hotel Rooms 250 300 7 23 26 27 28 29 10 Question #1 Are additional hotels within walking distance needed to make the Conference Center effective? Conclusion: No. 11 Question #2 Can the Manhattan hotel market realistically support the two proposed Lot 9 hotels? 12 D Demand: d Projected P j t d v. A Actual t l 250 000 250,000 Occupied p Room Nights g in Manhattan 200,000 2005 SAG Projections 150,000 Actual 100,000 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 13 O Occupancy: P j t d v. A Projected Actual t l 100% Market-wide Occupancy p y in Manhattan 80% 60% 2005 SAG Projections Actual 40% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 14 R Room R Rates t $90 Market-wide Average g Daily y Rate in Manhattan $80 $ $70 2005 SAG Projections $60 Actual $50 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 15 O Occupancy: P j t d – No Projected N New N Supply S l 100% Market-wide Occupancy: Without 2 proposed Lot 9 Hotels SAG Projections Actual 80% 60% 40% 16 O Occupancy: P j t d - 2 New Projected N H Hotels t l 100% Market-wide Occupancy: With 2 proposed Lot 9 Hotels SAG Projections Actual 80% 60% 40% 17 Question #2 Can the Manhattan hotel market realistically support the two proposed Lot 9 hotels? Conclusion: Yes. Although the market would be stronger iff new supply were delayed, opening the Candlewood in 2012/13 and the Holiday Inn Express p in ~ 2014 would not materially y deteriorate the market (assuming status quo). 18 Question #3 Will the two proposed Lot 9 hotels impact the operations of the Hilton Garden Inn? 19 Survey: 100 Convention Attendees d 20 Brand Preference: “We'd like to understand your general preferences for hotel brands. If location was taken out of consideration, and the only factor was your own experience with the brands themselves, which off hotels h t l would ld likely lik l b be iin your top t three th choices h i i which in hi h tto stay?” t ?” 100 Responses from Individual Conventioneers 21 Brand Preference: “Which hotel would be your top choice in which to stay?” 100 Responses from Individual Conventioneers 22 “Please assume that your convention or event has selected the new Conference Center in Manhattan Kansas to be its host facility, Manhattan, facility and that you are free to select from among any of the hotels within the City. Suppose the hotels above in box "A" represent the hotels that are within close walking distance to the conference center, and the hotels in box "B" represent those that are located beyond walking distance (from 1 to 3 miles of the center). Considering the location, and given what you know about typical hotel rates for the various brands, would you be more likely to select one of the hotels from within box "A" or box "B”?” 23 Preference for Walking Distance Hotels 100% 100 Responses from Individual Conventioneers 90% 80% 86% 70% 60% 50% 40% 30% 20% 10% 0% 14% Box “A” Walking Distance Box “B” Non-Walking Distance 24 CONFEREN CE CENTER Discovery Center 25 Ultimate Choice: “Now assume that the Hilton Garden Inn is physically attached to the Conference Center that will be hosting your event. The Fairfield Inn by Marriott, the Candlewood Suites, and the Holiday Inn Express are all just a few steps away from the Center. Given this, and based on what h you know k about b the h rates typically ll charged h d ffor these h b brands, d which h hh hotell would ld likely be your first choice in which to stay?” 86 Responses from Individual Conventioneers 47% Hilton Garden Inn 23% Holiday Inn Express 17% Fairfield Inn & Suites by Marriott 9% Candlewood Suites 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 26 P i S Price Sensitivity: iti it N Non-HGI HGI Guests G t “The Hilton Garden Inn is the only hotel physically attached to the Center, the only full-service hotel among the four properties, and will offer the best hotel guest amenities package currently l bl in Manhattan. h Although lh h you've ' indicated d d a choice h for f one off the h other h three h hotels, h l available which of the following statements most closely characterizes your feelings regarding the Hilton Garden Inn's ability to draw you to that property via competitive pricing?” 30% 46 Responses from Individual Conventioneers 25% 22% 20% 24% 15% 15% 10% 9% 9% None $5 More 13% 9% 5% 0% $10 More $15 More $20 More $25 More $30 More 27 Price Sensitivity: HGI Guests “Given that the Hilton Garden Inn is the only full-service hotel among the four, the only hotel physically attached to the Center, and will likely offer the best hotel guest amenities package in y that its room rates will be at least as high g iff not higher g than the other Manhattan,, it is likely three properties. Although you've indicated the Hilton to be your first choice, which of the following most closely characterizes your feelings about price discounts and their ability to draw you away from the Hilton Garden Inn?” 30% 40 Responses from Individual Conventioneers 28% 25% 20% 18% 15% 12% 10% 12% 12% 12% 5% 0% 0% 0% $5 Less $10 Less $15 Less 5% 0% 0% $20 Less $25 Less $30 Less $35 Less $40 Less $45 Less $50 Less None 28 H How Can C Rates R t b be that th t Different? Diff t? Source: InterContinental Hotels Group 29 H How Can C Rates R t b be that th t Different? Diff t? On O average, a C Candlewood dl dS Suites it costs t approximately $35,000 less per key than a standard Hilton Garden Inn On average, a Holiday Inn Express costs approximately i l $25,000 $25 000 lless per key k than h a standard Hilton Garden Inn Source: “HVS U.S. Hotel Franchise Development Cost Guide” 30 Question #3 Will the two proposed Lot 9 hotels negatively impact the operations of the Hilton Garden Inn? Conclusion: Yes. 31 R Reasons ffor L Lostt B Business i Prefer Other Destination Location Other Insuff. Meeting Space Dates Unavail. 2011 2010 Hotel Rates 2009 2008 Insuff. Rooms & Meeting Space Insuff. Sleeping Rooms 0 5 10 Source: Manhattan CVB. 15 20 25 30 32 What to do with Lot 9 in 2011? CONFERENCE CENTER Discovery Center Lot 9 33 Conference Center & Hotel HOTEL MARKET ASSESSMENT Manhattan, Kansas June 2011 34