LETTER OF INTENT - SUBMITTAL PACKAGE FOR EDGEWATER HOTEL REDEVELOPMENT, 666 WISCONSIN AVENUE, MADISON, WI 53703

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22 East Mifflin Street, Suite 800 Madison, Wisconsin 53703 Tel: 608 274 7447 Fax: 608 274 7442 March 10, 2010 Mr. Brad Murphy City of Madison Planning and Development Department 215 Martin Luther King Jr. Boulevard PO Box 2985 Madison, WI 53701 RE: - SUBMITTAL PACKAGE FOR EDGEWATER HOTEL REDEVELOPMENT, 666 WISCONSIN AVENUE, MADISON, WI 53703 Dear Mr. Murphy, On behalf of Landmark X, LLC, a Wisconsin Limited Liability Company ( Landmark ), I am pleased to submit the following amended Letter of Intent and Zoning Text for the proposed redevelopment of the Edgewater Hotel, located at 666 Wisconsin Avenue in downtown Madison, Wisconsin (the Project ). These plans reflect the culmination of efforts over the last several months to respond to the feedback, input and concerns that we have received from City Commissions and Committees, City Staff, neighborhood residents and others related to the Project. The attached includes an updated Letter of Intent and updated Zoning Text. Architectural Plans referenced herein relate to those plans dated March 10, 2010 that which are requested for approval with this PUD submission. We look forward to the opportunity to discuss the Project in more detail. Thank you. Sincerely, HAMMES COMPANY Amy Supple Development Director Madison Milwaukee New York Washington D.C. Los Angeles Atlanta Dallas Philadelphia Chicago Detroit Seattle Orlando Nashville Boston Denver

Type of Submittal: Project Address: The Project is submitted for the review and consideration of the City to receive the following grants and approvals: Planned Unit Development District ( PUD ) GDP/SIP Conditional Use Permit for Waterfront Development Other Grants and Approvals as Required by the City of Madison Edgewater Hotel Redevelopment 666 Wisconsin Avenue, Madison, WI 53703 Location: The Project is located on Wisconsin Avenue at Langdon Street. Figure 1.0 illustrates the location of the Project within the City of Madison. Figure 1.0 Site Location Map Site Description: The site ( Site ) includes approximately 2.23 acres of land located on five (5) separate parcels as described herein. The project area (the Project Area ) includes an addition of.54 acres (approximate) of land that is located in the Wisconsin Avenue right-of-way adjacent to the Project. The Owner will enter into an agreement(s) with the City of Madison to allow for improvements to, and the use of, these areas. The Owner will assume responsibility for the maintenance, operation and security of these spaces which shall be further defined by said agreement(s) with the City of Madison. A Property Transfer Diagram describing the location and land area that is proposed to be included in the Site and Project Area is provided in the planning documents submitted with this Letter of Intent. A reduced copy of the plan has been attached on the following page. 3

Property Transfer Diagram 4

Zoning: The existing Edgewater Hotel is zoned HIST-MH OR. The HIST-MH suffix applies to all zoning lots located within the Mansion Hill Historic District. The OR designation pertains to mixed-use residential and commercial properties in locations near the City center. A portion of the hotel expansion and the proposed area for the new underground parking structure are located on two adjacent Parcels of land that are currently owned by National Guardian Life Insurance Group ( NGL ). These Parcels are described on the preceding Property Transfer Diagram Parcel 4 and Parcel 5. These Parcels are currently zoned R6-H which pertains to single and multi-family residential zoning within a Historic District. The Project will be submitted as a Planned Unit Development ( PUD ) which will create a specific zoning classification and will address the proposed uses, yard requirements, bulk restrictions and other key elements of the Project. Existing Site and Improvements: The existing Edgewater Hotel is located on an approximately 45,018 square foot (1.033 acre) Site. The Site has an irregular shape and sloping topography. The existing hotel building comprises approximately 97,756 square feet of finished gross building area in two structures. There are a total of 107 rooms, approximately 11,000 square feet of meeting facilities, two restaurants (one on the pier) and approximately 155 underground parking stalls. The hotel was constructed in two phases. The first phase was completed in 1948. The second phase was undertaken in 1973 to expand the number of rooms and meeting/banquet facilities of the hotel. A series of photos showing the existing buildings taken from multiple vantage points and documenting the current façade at each elevation is included on the page that follows. Existing Conditions: Landmark completed extensive due diligence work on the Property to understand the existing conditions. The reports indicated there were several critical issues, including, but not limited to, the façade of the 1948 building is beginning to fail, many of the windows are damaged and in need of replacement, there is severe water damage in some areas, the building is not compliant with ADA and other code requirements and testing found the presence of lead paint and asbestos in some areas. In addition to those issues, it is important to note that the building systems are antiquated and are beginning to fail. This coupled with the issues related to the facade and windows have not only lead to the physical deterioration of the property but also results in a highly inefficient building. These conditions will be addressed under the redevelopment plan and the building will be improved to meet a high-quality industry standard and improve the efficiency of operating systems to ensure the long-term viability of the buildings into the future. 5

Existing Building Façade / Elevations 6

Site Planning and Architecture: The site planning and architectural documents for the proposed redevelopment are attached as part of the PUD submission. Below is a summary of a few key points that influenced the design and architecture of the buildings. Site Orientation / Project Context The Edgewater Hotel sits on one of the largest and most prominent sites in downtown Madison. The context of the Project has been contemplated in terms of its relationship to the overall downtown/isthmus, to Wisconsin Avenue, to the neighborhood and to Lake Mendota. The aerial photo below highlights the location and the context of the area surrounding the hotel. Aerial View of Existing Edgewater Hotel and Surrounding Context Importantly, the Site sits as the terminus to Wisconsin Avenue and provides a secondary anchor to the Wisconsin State Capitol on what is one of Madison s most important civic, residential and commercial boulevards. It is a unique Site and one that has an important relationship with the City as a whole. A primary task of all urban architecture and landscape design is the physical definition of streets and public spaces as places of shared use Civic buildings and public gathering places require important sites to reinforce community identity and the culture of democracy. They deserve distinctive form, because their role is different from that of other buildings and places that constitute the fabric of the city. -Charter on Urbanism, Congress of New Urbanism 7

Building Orientation The proposed expansion of the Edgewater Hotel has been oriented on the northeast edge of the property. The existing 1940 s building and the proposed expansion tower will frame nearly 1 acre of open space that has been incorporated as part of the development. Information related to the detailed site plans and landscape plans has been included with the planning documents submitted with this Letter of Intent. A reduced copy of the plan showing the terraces, waterfront improvements and open space included with the development is shown on the following page. Waterfront Development At the waterfront, the top level of the existing low-rise structure will be removed to create an outdoor terrace and to break up the mass of the tower at the waterline. A new podium building is proposed on the northeast side of the site and is integrated as part of the proposed expansion to the hotel. The new expansion is positioned approximately 35 feet off the shoreline behind the existing development pattern established on the waterfront. Plan Showing Terraces, Waterfront Improvements and Open Space 8

Rehabilitation of 1940 s Building Façade The original hotel tower was designed by Lawrence Monberg and developed as one building in a series of buildings constructed in the Mansion Hill Neighborhood by the Quisling Family. The architecture of the original building is in the Art Moderne style and the tower has been designated as a contributing historic property to the neighborhood. The original rendering for the 1940 s building is included below. Original Rendering The Project has been designed to cut the grand staircase between the 1940 s and 1970 s building allowing the architecture of the original tower to be rehabilitated. This stair is an integral feature of the development and has the added benefit of separating the 1940 s tower and thereby allowing it, and the architecture, to stand alone as a key feature of the development. The rehabilitation of the 1940 s building will include preservation and restoration of the existing façade and the inclusion of new iconic design features, including: Front Entry Canopy a front entry canopy has been designed to mimic the design shown in the original rendering. This iconic feature will be integrated as a signature design element of the Project and will be visible from the street and public terrace. 9

Rigadoon Room Façade the Ridadoon Room façade will be redeveloped to include a curvilinear form similar to that shown in the original rendering. The façade will become more transparent and welcoming at the lakefront. Top Floor Addition - an addition is proposed to be added to the top level of the hotel and will function as a club space for the hotel. The addition has been designed to compliment but not mimic the architecture of the existing building. The images on the next page illustrate the design elements described above. 10

Front Entry Canopy Rigadoon Room Facade Top Floor Addition 11

Relationship to the Surrounding Neighborhood The expansion has been designed with an architectural style that is reminiscent of several structures located in the Mansion Hill neighborhood and especially along the Wisconsin Avenue corridor. The building has been designed to promote more of a residential than commercial building façade. The façade is varied with a series of alternating window, balcony and bay windows that will provide depth and richness to the façade. The detailing of the façade includes canopies, railings and balconies to provide interest and depth to the building facade. The elevation below provides an illustration of the design. Additional colored elevations have been included in the submittal package. Building Elevation Demonstrating Architecture 12

Gross Square Footage Building: Detailed Program: Description of Uses: Hours of Operation: Demolition Of Existing Structures: The estimated gross square footage of Building Areas include: Guest Rooms/Living Areas*: Circulation: Function Space: Restaurant / Bar: Spa/Health/Fitness: Office/Administrative: Back of House/Mechanical: Parking: Total Gross Building Area: 124,125 SF 62,810 SF 12,208 SF 11,976 SF 10,400 SF 5,125 SF 38,463 SF 138,193 SF 403,300 SF 180-190 Rooms* 355 Stalls * Note: Program area includes 180-190 guest rooms and suites and may also include condominiums. A detailed program statement is included in the Architectural Drawings attached with this package. The uses are described in detail in the Zoning Text attached hereto. The hours of operation are described in detail in the Zoning Text attached hereto. There are two primary areas of the building that will be demolished as part of the Project. The first is that portion of the 1970 s building that connects into the original 1940 s hotel tower. This portion of the building will be removed and the original façade of the 1940 s building will be restored. Connection Between 1940 s and 1970 s Building The Grand Stair will be constructed in the area between the original hotel tower and the remaining 1970 s structure. The façade of the 1970 s structure will also be replaced and enhanced with the new façade. The images above highlight the area of the building that will be demolished as part of this construction. The Project also involves the demolition of the top level of the 1970 s building to 13

create the terraces and stepped effect of the building at the lakeside. The building currently cantilevers out over the shoreline at this level. We are proposing to remove this portion of the building and create an outdoor terrace at this level. The figure below highlights the area of the building that will be demolished as part of this construction. Cantilever Area to be Removed and Replaced with Terrace Guest Loading And Unloading: Guest loading and unloading will occur on the turn-around in the Wisconsin Avenue right-of-way in front of the Hotel (Elevation 61). Guests will drop off at the front entrance to the hotel and cars will be directed to the underground parking ramp off the private drive. One advantage of this design is that local and/or repeat visitors to the hotel are likely to immediately enter the garage and thereby significantly mitigating the traffic on the terrace. Additional loading and unloading of guests and visitors to the Project may occur on the private drive area and will be included on the private drive at the Langdon Street entrance to the building (Elevation 71). Delivery Loading and Unloading: Truck ingress/egress will be provided off the private drive at the corner of Wisconsin Avenue and Langdon Street. Trucks will back into the loading dock using the extension of the private drive. The zoning code requires 4 loading bays of 10 x 35 feet for a building of this size. We are requesting a modification to this requirement under the PUD that would still provide capacity to load/unload up to four vehicles in an alternate 14

configuration as follows: 1) one bay of approximately 10 x 35, and; 2) one bay of approximately 10 x 83 (93 feet with platform) in which two additional trucks could be stacked to load and unload on-site if necessary, and; 3) an outdoor loading zone on the private drive adjacent to the loading dock to accommodate a fourth truck if demand was such that four trucks were delivering at the same time to the Project. Importantly, this revised configuration provides added benefits to the loading and unloading of the Site which includes the ability to accommodate semi loading in an interior, loading dock. This capacity is not required by code but is a significant enhancement to the operations of the site, has positive impacts to the management and flow of traffic on public streets, and addresses one of the primary concerns of the neighborhood. Bus Loading and Unloading: Parking: Traffic Demand: Trash Removal and Storage: Project Team: Owner: Loading and unloading of buses will occur on a private drive off Langdon Street at the edge of the Property. Long-term and overnight parking will either be accommodated in the loading dock or will be staged in remote lots away from neighborhood residences. The loading dock has been configured to accommodate as many as two buses for overnight parking. The Project will include not less than 350 structured parking stalls to be located in the existing Edgewater Hotel parking ramp and in a new underground parking ramp on land owned by National Guardian Life Insurance Group ( NGL ). The two structures will be connected via an underground ramp. The Owner and NGL will share not less than 120 spaces. NGL will use said spaces during normal business hours. The Hotel will use said spaces in the evenings and on weekends when the hotel is operating at peak capacity. A traffic study for the Project has been completed estimating traffic based on ITE trip generation rates. The traffic study was submitted to the City on January 12, 2010 and again in the Traffic Demand Management Plan submitted on March 10, 2010. The traffic study concluded that the impact of the expanded hotel on traffic would be nominal and that both Wisconsin Avenue and Langdon Street have ample capacity to support the proposed development. Trash will be stored in the enclosed loading dock area. Trucks will enter the Site on the private drive off Langdon Street and trash will be picked up within the loading dock area. The project team ( Project Team ) includes the following key members: Landmark X, LLC, a Wisconsin Limited Liability Company C/O Hammes Company 22 East Mifflin Street 15

Suite 800 Phone: 608-274-7447 Contact: Amy Supple Developer: Architect: Civil Engineer: Landscape Architect: Hammes Company 22 East Mifflin Street Suite 800 Madison, Wisconsin 53703 Phone: 608-274-7447 Contact: Amy Supple Elkus Manfredi Architects 300 A Street Boston, Massachusetts 02210 Phone: 617-426-1300 Contact: Warren Van Wees BT 2, Inc. 2830 Dairy Drive Madison, Wisconsin 53718 Phone: 608-224-2830 Contact: Mark Huber Ken Saiki Design, Inc. 300 S. Patterson, Suite One Madison, Wisconsin 53703 Phone: 608-224-2830 Contact: Ken Saiki Construction Schedule Landmark intends to begin site preparation and site work within six (6) months of the receipt of final approvals. Construction will occur in phases and the Project is targeted for grand opening in the late fourth quarter of 2012. 16

EDGEWATER HOTEL PLANNED UNIT DEVELOPMENT DISTRICT 666 WISCONSIN AVENUE MADISON, WISCONSIN ZONING TEXT The following Zoning Text (the Zoning Text ) has been prepared on behalf of Midwest Realty and Investment Corporation (the Owner ), for the Edgewater Hotel Planned Unit Development District (the District ), located at 666 Wisconsin Avenue in Madison, Wisconsin as more particularly described on the attached Legal Description incorporated herein by reference as Exhibit I. Statement of Purpose: The District is established to allow for the redevelopment and expansion of the existing Edgewater Hotel into a hotel and mixed-use development as outlined in detail below, shown on the Approved Plans (the Project) and as may otherwise be defined by the terms and conditions of agreements for the construction, use, operation and maintenance of certain areas within the Project Area (as defined below) under a separate agreement(s) executed between the Owner and City of Madison. Legal Description of Site: The site (the Site ) includes approximately 2.23 acres of land in five (5) separate parcels as are more particularly described in Exhibit I attached hereto. Parcel 1 includes the land area that encompasses the original 1948 hotel tower. Parcels 2 and 3 include the land area that encompasses the low-rise addition of the hotel that was constructed in the early 1970 s. Parcel 2 defines the boundaries of that portion of the site that was previously the Wisconsin Avenue right-of-way. The area included as Parcel 2 was vacated by Ordinance No 1761, File No. 4600 adopted in 1965 and amended thereafter. Parcel 3 includes the balance of the land area on which the 1970 s addition is located. Parcels 4 and 5 include the land area that are currently owned by National Guardian Life Insurance Group and which will be incorporated as part of the Site and Project. For the purpose of this Zoning Text the Site shall define the boundaries of the District. Additional Leased Area: In addition to the Site, the Owner shall enter into an agreement(s) with the City of Madison to allow for improvements to, and the use of, approximately.54 acres of land located within the Wisconsin Avenue right-of-way immediately adjacent to the Site and as is further described in the Approved Plans. Approval of an Agreement(s) shall be a condition of approval of the District. Permitted Uses: The following describes the permitted uses within the District: 1. Those uses permitted and allowed in OR-Office Residence District, and; 2. Hotel/Lodging Rooms and Suites, and; 3. Multi-Family Residential Units, and; 4. Assembly Halls, Ballroom and Banquet/Meeting Facilities, and; 5. Restaurants/Taverns, and; 6. Limited Retail Uses to Service the Project, and; 17

7. Spas, Salons and Health Clubs, and; 8. Outdoor seating areas for eating and recreational uses that serve both alcoholic and non-alcoholic beverages, and; 9. Outdoor Open Spaces and terraces which may be used for public and/or private events, and; 10. A seasonal ice skating rink, and; 11. Rooftop Installations, and; 12. Uses accessory to those listed above including, but not limited to, offices, back of house, parking and loading areas. Hours of Operation: The hours of operation ( Hours of Operation ) of the occupied spaces will be varied. It is anticipated that activity will occur within portions of the District on a twenty-four (24) hour basis. The Hours of Operation for events on the outdoor terraces will be described in a Management Agreement to be executed between the City and the Owner. Floor Area Ratio/ Building Height: The Project floor area ratio (FAR) is calculated by taking the total gross area of the building less the below grade parking and loading dock areas to get the total occupied gross building area. The total occupied gross building area is then divided by the Site area to define the FAR. The estimated floor area ratio is approximately 2.67. The maximum building height as shown on the Approved Plans. Yard Area Requirements: Yard areas will be provided as shown on the Approved Plans. Landscaping: Landscaping as shown on the Approved Plans. Accessory Off-Street Parking and Lodging: The District shall include a minimum of 350 below-grade parking stalls. The Project shall include a loading dock and service area which has room to store trash and recycling bins in an interior loading dock area. The design and exterior appearance of the entrance to such parking stalls and loading berths shall be consistent with the architecture of the building and will be generally consistent with the elevations included in the Approved Plans. Lighting: As shown on the Approved Plans. Signage: Signage will be allowed as per Chapter 31 of the Madison General Ordinances. 18

Rooftop Installations: The Owner shall be permitted to add rooftop installations including, but not limited to, elevator equipment, cellular equipment, satellite equipment and mechanical equipment in the locations designated on the Approved Plans. Alterations and Revisions: No alteration or revision of this Planned Unit Development District shall be permitted unless approved by the City Plan Commission, however, the Zoning Administrator may issue permits for minor alterations or additions which are approved by the Director of Planning and Development and the Alderperson of the district and which are compatible with the concept approved by the City Plan Commission. 19

EXHIBIT I LEGAL DESCRIPTION PARCEL DESCRIPTIONS: PARCEL 1: All that part of Lot Five (5), lying Northwest of the Southeast 126 feet thereof, in Block Seventy-eight (78), Madison, according to the recorded plat thereof, in the City of Madison, Dane County, Wisconsin. PARCEL 2: All of that portion of vacated Wisconsin Avenue, in the City of Madison. Dane County. Wisconsin, lying Northwesterly of a line parallel to the Northwesterly line of Langdon Street extended Northeasterly and 126 feet Northwesterly from such extended line of Langdon Street. PARCEL 3: Part of Block Two Hundred Sixty-three (263), Madison, according to the recorded plat thereof, in the City of Madison, Dane County, Wisconsin, described as follows: Beginning at the most southerly corner of Block 94, said point being the point of intersection of the Northwest line of East Gilman Street with the Northeast line of Wisconsin Avenue; thence Northwesterly along said Northeasterly line of Wisconsin Avenue 383.6 feet to the point of beginning of this description; thence Northeasterly at right angles to last described line 45.0 feet; thence Northwesterly parallel with the Northeast line of Wisconsin Avenue (now vacated) 186.4 feet to an iron stake, on a meander line, which is 36.0 feet more or less Southeasterly from the low water mark of Lake Mendota; thence Southwesterly along said meander line 45.0 feet to an iron stake on the Northeast line of Wisconsin Avenue which is 48.6 feet Southeasterly from the low water mark of Lake Mendota and also 186.4 feet Northwesterly from the point of beginning; thence Southeasterly along said line 186.4 feet to the point of beginning. Also, all land lying Northwesterly of above described meander line to the low water mark of Lake Mendota. PARCEL 1, 2, & 3 Contain 48,230 SQFT/ 1.09 Acres more or less. PARCEL 4: Part of Block Two Hundred Sixty-three (263), Madison, according to the recorded plat thereof, in the City of Madison, Dane County, Wisconsin, described as follows: Beginning at the most southerly corner of Block 94, said point being the point of intersection of the Northwest line of East Gilman Street with the Northeast line of Wisconsin Avenue; thence Northwesterly along said Northeasterly line of Wisconsin Avenue 383.6 feet to the point of beginning of this description; thence N44 22'39"E, 45.32 feet; thence N44 12'40"W, 234.4 feet more or less to the shore of Lake Mendota; thence Northeasterly, 65 feet more or less, along the shore of Lake Mendota; thence S44 12'40"E, 263.8' feet more or less; thence S45 47'23"W, 105.00 feet; thence N44 32'43"W, 53.52 feet along said Northeasterly line of Wisconsin Avenue to the point of beginning. PARCEL 4 Contains 18,820 SQFT/0.43 Acres more or less. PARCEL 5: 20

A part of Block Ninety Four (94) and part of Block Two Hundred Sixty-three (263), Madison, according to the recorded plat thereof, in the City of Madison, Dane County, Wisconsin, described as follows: Beginning at the most southerly corner of Block 94, said point being the point of intersection of the Northwest line of East Gilman Street with the Northeast line of Wisconsin Avenue; thence Northwesterly along said Northeasterly line of Wisconsin Avenue 330.08 feet to the Point of Beginning of this description; thence N45 47'23 E, 198.00 feet; thence S44 11'00 E, 165.67 feet; Thence S45 40'16 W, 196.28 feet; Thence N44 32'43"W, 166.08 along said Northeasterly line of Wisconsin Avenue to the Point of Beginning. Parcel 5 Contains 32,684 SQFT/0.75 Acres more or less. 21