HomeMy WebLinkAbout09-11-2006 Council Economic Development Committee
AGENDA
City of Iowa City
City Council Economic Development Committee
Monday, September 11,2006
9:00 a.m.
City Hall
Lobby Conference Room
410 East Washington Street
1. Call to Order
2. Approval of Sept. 5,2006 Economic Development Committee Meeting Minutes
3. Discussion of application for TIF rebate for a development project - Hieronymus
Square Associates
4. Committee time
5. Adjournment
NEXT REGULAR MEETING DATE: Sept. 19,2006
MINUTES
CITY COUNCIL ECONOMIC DEVELOPMENT COMMITTEE
SEPTEMBER 5, 2006
LOBBY CONFERENCE ROOM
Members Present:
Regenia Bailey, Connie Champion, Bob Elliot
Members Absent:
NONE
Staff Present:
Karin Franklin, Tracy Hightshoe, Wendy Ford
Others Present:
Kevin Digmann, Mike Hodge
CALL MEETING TO ORDER
Chairperson Bailey called the meeting to order at 9:00 AM.
APPROVAL OF MINUTES - AUG 22, 2006
MOTION: Elliot moved to approve the August 22,2006 minutes as submitted.
Champion seconded the motion. The motion passed 3:0.
ACTIVITY REPORT, AUGUST 22 - 29,2006
Ford said she attended ICAD fund raising and Marriot opening festivities in Coralville. In
house she revised and submitted an amended FY07 Economic Development budget and
began gathering information for the Community Profile.
Ford said she worked on Hieronymus Square TIF agreements which included 3 meetings
and responded to several business inquiries.
REPORT ON CDBG ECONOMIC DEVELOPMENT FUND
Hightshoe said since 2002 CDBG has funded 11 projects, 5 of which are no longer in
business. She said that 3 of the projects funded were non-profit, and one was historic
preservation related.
Hightshoe stated that she's been meeting with some lenders to determine how to be more
successful in projects that are funded. She proposed working with lenders to try to get
referrals for what lenders consider their gray area. She explained that the gray area
consists of those projects the banks are willing to fund but not fully fund.
Hightshoe presented reasons compiled by the National Development Council as to why
the focus of CDBG funds should be small and medium sized businesses. She said that
small and medium sized businesses create 80% of all new, permanent, private sector jobs
and employ 50% of the nation's workforce. She noted small/medium businesses create
new jobs at 1/10 the cost of new jobs created by Fortune 500 companies, are productive
and profitable, and locally oriented. In addition, she noted that small businesses can
actually be quite large with up to 100-200 employees. However, she said they have thin
capital and collateral and the profits are not enough to pay bills and support new growth.
Hightshoe said she met with the committee oflocallenders to determine ifthere would
be enough interest from the local community. She noted the information the applicants
provide to lenders is far more extensive than what the city requested.
She noted committee had concerns in regard to reporting requirements. She said if a
private business can get funds from a bank there is no need to come to the city and meet
all federal requirements, but for those businesses that can not get enough for banks are
willing to work with the city and all the requirements.
She said they noted the need to be more flexible with wage requirements especially in the
case of start-up businesses. Another concern was in regard to existing businesses. She
said that businesses are in competition with other businesses and the proforma and
balance sheet which are part of the application are then becoming public and visible for
everyone.
Hightshoe said there is currently $255,000 CDBG funds to spend.
Answering a question by Elliot, Hightshoe said that banks provide technical assistance to
businesses. Bailey said that requiring a Fast Track course would be helpful to new
businesses also.
Bailey said she is interested in pursuing the partnership with the local banks.
Elliot said that he has a problem with the statement that in order to receive CDBG
assistance 51 % of the jobs created must be held or made available to low-to-moderate
income persons based on family size. He noted that an employer can only discriminate
the employment selection in legal areas and they will want to find the best qualifying
people they can. Elliot said the committee needs to look at total compensation rather than
wage. Hightshoe said business start-up do not have a lot of experience with benefits and
therefore the city is asking for higher wages, however, for existing businesses the city
looks at total compensation.
Franklin said the committee should differentiate between the type of funds used and
requirements for each type of fund. She stated that there might be two different wage
levels and flexibility to look at benefit packages for TIF agreements versus CDBG funds.
Champion said that most start-up businesses will not provide benefits. She said the
committee should look at the whole package, but with the type of businesses applying for
CDBG funds that criterion is not applicable all the time.
Bailey said it will be a good idea to support a few people to go through the Fast Track
program. She noted that it is a good program. Franklin said that they should first try to
project how many business they could support in 1 year. She noted that it might not be
possible to support the Fast track course for a business unless funded. She noted the Fast
Track program might not actually be the best program. She said the staff should find out
2
what business courses are available in the community and then have the committee
decide on which one to pursue.
DISCUSSION OF APPLICATION FOR TIF REBATE FOR A DEVELOPMENT
PROJECT - HIERONYMUS SQUARE ASSOCIATES
Ford said that there has been a minor change to the TIF agreement that was included in
the informational package. She said in the description, Exhibit B they discuss about the
inclusion of a hotel lobby. Ford said that the reference to the hotel and LEED certification
has been left out of the document to date.
Ford said the agreement is the oll;tline for a TIF rebate that would be over the course of
12/13 years depending on the completion date of the project. She stated the estimated
rebate amount is based on an assessed value of property of 40 million dollars which is the
amount of minimum improvements agreed to. She said the total grant will not exceed
16.374 million dollars. Ford said that the LEED certification is not yet integrated in the
agreement but still open for discussion. Ford noted the actual components of the project
reference a minimum 12 story building, and a minimum investment of 40 million dollars.
She noted that there will be residential high end condominiums with no more than 3
bedrooms per unit and no more than 30% of the units having 3 bedrooms. She added the
agreement notes landscaped court yard by the building where the vehicle drop off
Ipassenger drop area is, streetscape improvements including street lights, trees, street
furniture and sidewalk finishes. She noted the developers wanted to evoke that the project
will not go forward without the TIF agreement.
Bailey asked how TIF rebates work for predominantly residential projects. Ford said the
project is assessed and the owners pay at either commercial or residential rates which
subject 0 rollbacks. All parts of the project will be assessed and have to pay property
taxes which will go to the TIF fund through which the City writes the checks for the
project.
Elliot said that based on the previous discussions the committee will be happy to see as
much commercial uses as possible.
Champion asked why there is a limit of not more than 3 bedrooms per unit. Franklin said
there are up to 3 bedrooms to guide this project to not become student housing. She noted
that the 3 bedrooms limit is in the zoning agreement determined by the Planning and
Zoning Commission.
Bailey said that TIF should be a ladder to get things that would not be otherwise be
happen without the support. She added the project is not dramatically different from other
projects in the area, except that it is taller.
Kevin Digmann, Hieronymus Square Associates, said they would be excited to have a
hotel there, but the last thing they would like to do is to have occupancy rates downtown
not ready for another hotel. He said they will do the best effort to have a hotel but they
3
will need to do it with diligence. Bailey said the best effort possible is expected, and they
will not like to require a hotel that will not be successful.
..-
Franklin said she believed the agreement stated that the building could be designed as
that the floor of efficiency condominiums could be the hotel floor. She added that if the
hotel is not successful there could be some transferability from hotel to condos. She
added there will be some space on the main floor which will be the hotel lobby which
also could be translated to something else. She noted that by the construction of the
building you could have a hotel function in there. She said the language existing in the
agreement stated the developer agrees to use best efforts to establish a viable hotel in the
project. Best efforts require 'that the space be built out to facilitate use of the space as a
functioning hotel pursuing to exhibit B. She noted they need not go for the demand
because there will always be demand for residential downtown, but need to pursue best
effort to have a hotel.
Digmann said they would need to determine if the numbers match on the paper and if the
facility is built for hotel and does not go through as a hotel they will get good numbers
from efficiencies.
Elliot said he would like to see occupancy rates in downtown and determine the impact of
the new hotel in Coralville. Bailey said occupancy rates are important, but at the same
time you build the hotel and build demand. Elliot said with occupancy rates you can see
trends. Digmann said no one can predict what will happen with the demand because
market changes.
Champion said she has problems with using TIF for condominiums. She said that
efficiency condominiums are student housing. She said she is not willing to do a TIF for
all condos, and if the hotel does not work she would like those efficiencies to be
apartments and not condos.
Elliot said that previously the committee had a two-prong test for qualifying TIF projects:
quality employment and expanding the tax base. He said a third one would be
environmental design. Elliot said that it would be nice to foster cutting edge
environmental design. A fourth thing is promoting the City plan for an area. He said he
does not know how much the project will expand the tax base if it will be mainly condos,
he does not know how much employment will result, and therefore the environmental
design might be an empathize for other buildings, but this is the only asset. Elliot said he
would like to see more commercial uses in the building. He said he would like the project
to work but can not see how to justify using public funds to support it.
Franklin said that for this project the City does not invest money upfront. She said it will
add to the tax base in time. She added that a $40 million investment does not necessarily
result in a $40 million building.
-
4
Elliot said at this point he can not justify using public money. Bailey said she is very
supportive of the project but would like to see money used for something that would not
otherwise go through without TIF funds.
Digmann said that assistance is needed to do something different. He said that the
numbers do not work without support. He said that they cannot market the building until
they know what they can have in there. He said they want to partner with the city and
they do not want to have too many limitations in the agreement.
Franklin asked if instead of specifying a hotel in the agreement it would be better to ask
for 3 floors of commercial.
Bailey said she is very interested in LEED certification and she would be interested in
further negotiations. Elliot asked if the amount of TIF is variable at the committee's
discretion. He said that the committee would be interested in a significant TIF if the
building had multiple commercial floors, and in a smaller TIF for just 2 floors of
commercial space.
Bailey said she would like to see the money used for something that would not otherwise
happen. Champion said that in the long run the building will be a good asset for Iowa
City. Champion said she does not want to make demands that cannot be fulfilled, but is
concerned about the amount of condominiums that will be in the building. She added that
if the condos are targeting the student population she is bothered by the roll back. She
added that tax payers' money will be used, but there will be taxpayers' money that would
not exist if the building is not built.
Hodge said they are looking in applying energy efficiency and green practices as much as
applicable. However, he noted that LEED requirements ask that the building be smoke
free, but due to the residential character of most of the building that might not be
applicable. Hodge said their architect is LEED certified and they will try to incorporate
good practices as much as possible in a mix use building.
The committee would like further information and negotiations.
COMMITTEE TIME
Elliot said he would like to discuss about putting a cap on TIFs. Champion said there are
just a few TIF projects in Iowa City.
ADJOURNMENT
The meeting adjourned at 11 A.M.
NEXT MEETING DATE: Sept.12, 2006 at 10:30AM.
5
,~ 1
-~= -u:r...
~~W!:..,.
~~.....~
CITY OF IOWA CITY
MEMORANDUM
Date:
September 8, 2006
To:
Economic Development Committee
From:
Wendy Ford
Economic Development Coordinator
Hieronymus Square Development Agreement for
an Economic Development Grant
Re:
The draft Agreement for Private Development by and between the City of Iowa City and
Hieronymus Square Associates follows. The salient points include:
. The agreement is structured to provide a property tax rebate (as opposed to bonds)
disbursed each of thirteen (13) consecutive years beginning 2012 and ending the year
the TIF district expires, in 2024.
. The estimated rebate amount is calculated on the tax increment for improvements
assessed at $40,000,000 and rebated at $31.49/$1,000 ($1,259,600 per year) not to
exceed $10,000,000 in net present values The total grant not to exceed the 13 year
period is $16,374,800.
. The project shall be certified Energy Efficient by LEED (Leadership in Energy and
Environmental Design) or a utility company.
. The project shall be completed no later than Dec. 1, 2010 and include the following
minimum improvements:
o 12-story mixed-use building
o A minimum investment of $40 million in construction costs
o Three floors of commercial retail and office development
o Developer's best efforts to establish a 40 unit hotel on floors 4 through 6, which
optionally, if the hotel does not succeed, can be apartments.
o Residential units including high end residential condominiums, with no more
than 3 bedrooms per unit and not more than 30% of the units having 3
bedrooms
o Landscaped courtyard framed by the building, with drop-off area
o Streetscape improvements, including trees, lights, street furniture and sidewalk
finishes
. The developer has stated the project, as described, would not proceed without the
Economic Development Grant.
A recommendation from the Committee to the full Council is requested for the Sept. 19 meeting
of the Council.
cc: City Manager
draft - draft -. draft .- draft .. draft
AGREEMENT FOR PRIVATE REDEVELOPMENT
By and Between
THE CITY OF IOWA CITY, IOWA
AND
HIERONYMUS SQUARE ASSOCIATES
drnft-drnft-drnft-drnft-drnft
AGREEMENT FOR
--
PRIVATE REDEVELOPMENT
THIS AGREEMENT FOR PRIV A TE REDEVELOPMENT (hereinafter called
"Agreement"), is made on or as of the day of ,2006, by
and among the CITY OF IOWA CITY, IOWA, a municipality (hereinafter called "City"),
established pursuant to the Code of Iowa of the State of Iowa and acting under the
authorization of Chapter 403 of the Code ofIowa, 2005, as amended (hereinafter called
"Urban Renewal Act") and Hieronymus Square Associates, having an office for the
transaction of business at 711 S. Gilbert Street, Iowa City, Iowa (the "Developer").
WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City
has undertaken a program for the revitalization of an economic development area in the
City and, in this connection, is engaged in carrying out urban renewal project activities in
an area known as the City-University Project I Urban Renewal Plan Area, which area is
described in the Urban Renewal Plan approved for such area by Resolution No. 01-366
dated November 13,2001; and
WHEREAS, a copy of the foregoing Urban Renewal Plan has been recorded
among the land records in the office of the Recorder of Johnson County, Iowa; and
WHEREAS, the Developer owns or has the right to occupy certain real property
located in the foregoing Urban Renewal Area as more particularly described in Exhibit A
attached hereto and made a part hereof (which property as so described is hereinafter
referred to as the "Development Property"); and
WHEREAS, the Developer will cause certain improvements to be constructed on
the Development Property and will cause the same to be operated in accordance with this
Agreement; and
WHEREAS, the City believes that the development and continued operation of the.
Development Property pursuant to this Agreement and the fulfillment generally of this
Agreement, are in the vital and best interests of the City and in accord with the public
purposes and provisions of the applicable State and local laws and requirements under
which the foregoing project has been undertaken and is being assisted.
- 1 -
draft -. draft-- draft -- draft dr,dt
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other as
follows:
ARTICLE 1. DEFINITIONS
Section 1.1. Definitions. In addition to other definitions set forth in this
Agreement, all capitalized terms used and not otherwise defined herein shall have the
following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement and all appendices hereto, as the same may be
from time to time modified, amended or supplemented.
Certificate of Completion means a certification in the form of the certificate
attached hereto as Exhibit C and hereby made a part of this Agreement, provided to the
Developer pursuant to Section 3.2 of this Agreement.
City means the City of Iowa City, Iowa, or any successor to its functions.
Code means the Code ofIowa, 2005, as amended.
Construction Plans means the plans, specifications, drawings and related documents
reflecting the construction work to be performed by the Developer on the Development
Property upon which the Minimum Improvements will be located; the Construction Plans
shall be as detailed as the plans, specifications, drawings and related documents which are
submitted to the building inspector of the City as required by applicable City codes.
County means the County of Johnson, Iowa.
Developer means Hieronymus Square Associates, a corporation.
Development Property means that portion of the City-University Project I Urban
Renewal Plan Area of the City described in Exhibit A attached hereto and incorporated
herein.
Economic Development Grants mean the Tax Increment payments to be made by
the City to the Developer under Article VIII of this Agreement.
- 2 -
draft - dr-aft - draft - draft - draft
Event of Default means any of the events described in Section 10.1 of this
Agreement.
-"
First Mortgage means any Mortgage granted to secure any loan made pursuant to
either a mortgage commitment obtained by the Developer from a commercial lender or
other financial institution to fund any portion of the construction costs and initial
operating capital requirements of the Minimum Improvements, or all such Mortgages as
appropriate.
Hieronymus Square - City-University Proiect I TIF Account means a separate
account within the City-University Project I Urban Renewal Tax Increment Revenue
Fund of the City, in which there shall be deposited all Tax Increments received by the
City with respect to the Minimum Improvements.
Minimum Improvements shall mean the construction of a $40 million 12-story
mixed use approximate 200,000 square foot building with all related site and streetscape
improvements as outlined in Exhibit B hereto. Minimum Improvements shall not include
increases in assessed or actual value due to market factors. The $40 million capital
investment in Minimum Improvements shall be verified via the construction contract.
Mortgage means any mortgage or security agreement in which the Developer has
granted a mortgage or other security interest in the Development Property, or any portion
or parcel thereof, or any improvements constructed thereon.
Net Proceeds means any proceeds paid by an insurer to the Developer under a policy
or policies of insurance required to be provided and maintained by the Developer, as the
case may be, pursuant to Article V of this Agreement and remaining after deducting all
expenses (including fees and disbursements of counsel) incurred in the collection of such
proceeds.
Ordinance means Ordinance No. 01-3991 of the City, under which the taxes levied
on the tax"able property in the Project Area shall be divided and a portion paid into the
Iowa City Urban Renewal Tax Increment Revenue Fund.
Proiect shall mean the construction and operation of the Minimum Improvements on
the Development Property, .as described in this Agreement.
State means the State of Iowa.
- 3 -
-"
drnft-drnft-drnft-drnft-drnft
City-University Proiect I Urban Renewal Tax Increment Fund means the special
fund of the City created under the authority of Section 403.19(2) of the Code and the
Ordinance, which fund was created in order to pay the principal of and interest on loans,
monies advanced to or indebtedness, whether funded, refunded, assumed or otherwise,
including bonds or other obligations issued under the authority of Section 403.9 or 403.12
of the Code, incurred by the City to finance or refinance in whole or in part projects
undertaken pursuant to the Urban Renewal Plan for the Project Area.
Tax Increments means the property tax revenues with respect to the Minimum
Improvements that are divided and made available to the City for deposit in the City-
University Project I Urban Renewal Tax Increment Revenue Fund under the provisions of
Section 403.19 of the Code and the Ordinance.
Termination Date means the date of termination of this Agreement, as established in
Section 12.8 of this Agreement.
Unavoidable Delays means delays resulting from acts or occurrences outside the
reasonable control of the party claiming the delay including but not limited to storms,
floods, fires, explosions or other casualty losses, unusual weather conditions, strikes,
boycotts, lockouts or other labor disputes, delays in transportation or delivery of material
or equipment, litigation commenced by third parties, or the acts of any federal, State or
local governmental unit (other than the City).
Urban Renewal Plan means the Urban Renewal Plan, as amended, approved in
respect of the City-University Project I Urban Renewal Area, described in the preambles
hereof.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the City. The City makes the
following representations and warranties:
(a) The City is a municipal corporation and political subdivision organized under
the provisions of the Constitution and the laws of the State and has the power to enter into
this Agreement and carry out its obligations hereunder.
(b) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the terms and
- 4-
draft - draft - draft .- draft ~ draft
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in
a breach of, the terms, conditions or provisions of any contractual restriction, evidence of
indebtedness, agreement or instrument of whatever nature to which the City is now a
party or by which it is bound, nor do they constitute a default under any of the foregoing.
-"
Section 2.2. Representations and Warranties of Developer. The Developer makes
the following representations and warranties:
(a) The Developer has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as presently proposed to be
conducted, and to enter into and perform their obligations under the Agreement.
(b) This Agreement has been duly and validly authorized, executed and delivered
by the Developer and, assuming due authorization, execution and delivery by the City, is
in full force and effect and is a valid and legally binding instrument of the Developer
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors'
rights generally.
(c) The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the fulfillment of or compliance with the terms and
conditions of this Agreement are not prevented by, limited by, in conflict with, or result in
a violation or breach of, the terms, conditions or provisions of any contractual restriction
on the Developer, evidence of indebtedness, agreement or instrument of whatever nature
to which the Developer is now a party or by which it or its property is bound, nor do they
constitute a default under any of the foregoing.
(d) There are no actions, suits or proceedings pending or threatened against or
affecting the Developer in any court or before any arbitrator or before or by any
governmental body in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business (present or prospective), financial position
or results of operations of the Developer or which in any manner raises any questions
affecting the validity of the Agreement or the Developer's ability to perform its
obligations under this Agreement.
(e) The Developer will cause the Minimum Improvements to be constructed in
accordance with the terms of this Agreement, the Urban Renewal Plan and all local, State
and federal laws and regulations.
- 5 -
-
draft.- draft .- draft -- (baft . draft
(f) The Developer will use its best efforts to obtain, or cause to be obtained, in a
timely manner, all required permits, licenses and approvals, and will meet, in a timely
manner, all requirements of all applicable local, State, and federal laws and regulations
which must be obtained or met in connection with the Project.
(g) The Developer has not received any notice from any local, State or federal
ofticial that the activities of the Developer with respect to the Development Property may
or will be in violation of any environmental law or regulation. The Developer is not
currently aware of any State or federal claim filed or planned to be filed by any party
relating to any violation of any local, State or federal environmental law, regulation or
review procedure applicable to the Development Property, and the Developer is not
currently aware of any violation of any local, State or federal environmental law,
regulation or review procedure which would give any person a valid claim under any
State or federal environmental statute with respect thereto.
(h) The Developer will cooperate fully with the City in resolution of any traffic,
parking, trash removal or public safety problems that may arise in connection with the
construction and operation of the Minimum Improvements.
(i) The Developer would not undertake its obligations under this Agreement
without the payment by the City of the Economic Development Grants being made to the
Developer pursuant to this Agreement.
ARTICLE III. DEVELOPMENT REQUIREMENTS
Section 3.1. Minimum Improvements.
The Developer agrees to complete Minimum Improvements generally consisting of
the construction of a $40 million 12-story mixed use approximate 200,000 square foot
building and all related site and streetscape elements on the Development Property, all as
more fully described on Exhibit B hereto. Construction of the Minimum Improvements
shall commence no later than May 1, 2008 and shall be completed by December 1,2010
and the $40 million capital investment in Minimum Improvements shall be verified via
the construction contract. Developer agrees to use best efforts to establish a viable hotel
in the project. Best efforts require that the space be built out to enable a functioning hotel
with an option for apartments ifhotel option does not succeed, pursuant to Exhibit Band
that construction plans show such.
- 6 -
draft - draft - draft - draft - draft
The Developer shall submit all exterior changes or new construction requiring a
building permit for review and approval by the City Staff Design Review Committee.
Pursuant to this Development Agreement, the Developer shall submit a site plan for
approval by the City Manager, or his/her designee, which includes all site and streetscape
improvements.
The Staff Design Review Committee will review the project under a Level II review
under Chapter 3, Article C. Design Review of the Zoning Code, City of Iowa City within
seven (7) working days of receipt of the design plans by the Director of Planning &
Community Development. Additional criteria specific to this Project include, but are not
limited to:
. Appropriate building articulation at the street level
. Multiple entries along Burlington and Clinton streets
. Seamless integration of the private spaces at the street level with the public
sidewalk
. Streetscape improvements including textured concrete, plantings, and street
furniture, as approved by the City.
During the term of this Agreement as established in Section 12.8, any proposed new
construction on the Development Property shall be subject to approval by the Design
Review Committee before the issuance of any building permit.
Section 3.2. Energy Efficiency.
Developer agrees to seek an Energy Efficiency certification such as LEED or Utility
Company certification.
Section 3.3. Certificate of Completion.
Upon written request of the Developer after issuance of an occupancy permit for the
Minimum Improvements, the City will furnish the Developer with a Certificate of
Completion for the Project in recordable form, in substantially the form set forth in
Exhibit C attached hereto. Such Certificate of Completion shall be a conclusive
determination of satisfactory termination of the covenants and conditions of this
Agreement with respect to the obligations of the Developer to construct such portion of
the Minimum Improvements.
A Certificate of Completion may be recorded in the proper office for the recordation
of deeds and other instruments pertaining to the Development Property at the Developer's
sole expense. If the City shall refuse or fail to provide a Certificate of Completion in
accordance with the provisions of this Section 3.2, the City shall within twenty (20) days
- 7 -
-.",
draft .-- draft ..- draft - draft w draft
after written request to the Developer, provide the Developer with a written statement
indicating with adequate detail, in what respects the Developer has failed to complete the
Minimum Improvements in accordance with the provisions of this Agreement, or is
otherwise in default under the terms of this Agreement, and what measures or acts will be
necessary in the opinion of the City, to obtain such Certificate of Completion.
Once the Certificate of Completion is issued by the City, design review on the
Minimum Improvements will cease; however, any proposed new construction on the
Development Property shall continue to be subject to approval by the Design Review
Committee before the issuance of any building permit during the term of this Agreement
as established under Section 12.8. New construction shall not include changes in signage
or minor changes in the existing structure which do not result in significant changes to the
fa((ade of the building.
ARTICLE IV. RESERVED
- 8 -
draft - draft - draft - draft M draft
ARTICLE V. INSURANCE
Section 5.1. Insurance Requirements.
(a) Upon completion of construction of the Minimum Improvements and at all
times prior to the Termination Date, the Developer shall maintain, or cause to be
maintained, at its sole cost and expense (and from time to time at the request of the City
shall furnish proof of the payment of premiums on) insurance as follows:
(i) Insurance against loss and/or damage to the Minimum Improvements
under a policy or policies covering such risks as are ordinarily insured through property
policies by similar businesses, including (without limitation the generality of the
foregoing) fire, extended coverage, vandalism and malicious mischief, explosion, water
damage, demolition cost, debris removal, and collapse in an amount not less than the full
insurable replacement value of the Minimum Improvements, but any such policy may
have a deductible amount of not more than $100,000. No policy of insurance shall be so
written that the proceeds thereof will produce less than the minimum coverage required
by the preceding sentence, by reason of co-insurance provisions or otherwise, without the
prior consent thereto in writing by the City. The term "full insurable replacement value"
shall mean the actual replacement cost of the Minimum Improvements (excluding
foundation and excavation costs and costs of underground flues, pipes, drains and other
uninsurable items) and equipment, and shall be determined and redetermined from time to
time at the request of the City, but not more frequently than once every three years, by an
insurance consultant or insurer selected and paid for by the Developer and approved by
the City.
(ii) Comprehensive general public liability insurance, including personal
injury liability for injuries to persons and/or property, including any injuries resulting
from the operation of automobiles or other motorized vehicles on or about the
Development Property, in the minimum amount for each occurrence and for each year of
$1,000,000 with a maximum deductible of$500,000.
(iii) Such other insurance, including worker's compensation insurance
respecting all employees of the Developer, in such amount as is customarily carried by
like organizations engaged in like activities of comparable size and liability exposure;
provided that the Developer may be self-insured with respect to all or any part of its
liability for worker's compensation.
- 9 -
,-'
draft -.. draft .- draft - draft - draft
(b) All insurance required by this Article V to be provided prior to the
Termination Date shall be taken out and maintained in responsible insurance companies
which are authorized under the laws of the State to assume the risks covered thereby. The
Developer will deposit annually with the City copies of policies evidencing all such
insurance, or a certificate or certificates or binders of the respective insurers stating that
such insurance is in force and effect. Unless otherwise provided in this Article V, each
policy shall contain a provision that the insurer shall not cancel or modify it without
giving written notice to the Developer and the City at least thirty (30) days before the
cancellation or modification becomes effective. Not less than fifteen (15) days prior to
the expiration of any policy, the Developer shall furnish the City evidence satisfactory to
the City that the policy has been renewed or replaced by another policy conforming to the
provisions of this Article V, or that there is no necessity therefore under the terms hereof.
In lieu of separate policies, the Developer may maintain a single policy, or blanket or
umbrella policies, or a combination thereof, which provide the total coverage required
herein, in which event the Developer shall deposit with the City a certificate or
certificates of the respective insurers as to the amount of coverage in force upon the
Minimum Improvements.
( c) The Developer agrees to notify the City immediately in the case of damage
exceeding $25,000 in amount to, or destruction of, the Minimum Improvements or any
portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance
shall be paid directly to the Developer, and the Developer will forthwith repair,
reconstruct and restore the Minimum Improvements to substantially the same or an
improved condition or value as they existed prior to the event causing such damage and,
to the extent necessary to accomplish such repair, reconstruction and restoration, the
Developer will apply the Net Proceeds of any insurance relating to such damage received
by the Developer to the payment or reimbursement of the costs thereof.
(d) The Developer shall complete the repair, reconstruction and restoration of the
Minimum Improvements, whether or not the Net Proceeds of insurance received by the
Developer for such purposes are sufficient.
ARTICLE VI. COVENANTS OF THE DEVELOPER
Section 6.1. Maintenance of Properties. The Developer will maintain, preserve
and keep its properties (whether owned in fee or a leasehold interest), including but not
limited to the Minimum Improvements, in good repair and working order, ordinary wear
- 10-
draft - draft - draft - draft - draft
and tear accepted, and from time to time will make all necessary repairs, replacements,
renewals and additions.
Section 6.2. Maintenance of Records. The Developer will keep at all times proper
books of record and account in which full, true and correct entries will be made of all
dealings and transactions of or in relation to the business and affairs of the Developer in
accordance with generally accepted accounting principles, consistently applied
throughout the period involved, and the Developer will provide reasonable protection
against loss or damage to such books of record and account.
Section 6.3. Compliance with Laws. The Developer will comply with all laws,
rules and regulations relating to the Minimum Improvements, other than laws, rules and
regulations the failure to comply with which or the sanctions and penalties resulting
therefrom, would not have a material adverse effect on the business, property, operations,
or condition, financial or otherwise, of the Developer.
Section 6.4. Non-Discrimination. In operating the Minimum Improvements, the
Developer shall not discriminate against any applicant, employee or tenant because of
race, creed, color, religion, sex, national origin, sexual orientation, age, disability, marital
status or gender identity. The Developer shall ensure that applicants, employees and
tenants are considered and are treated without regard to their race, creed, color, religion,
sex, national origin, sexual orientation, age, disability, marital status or gender identity.
-"
Section 6.5. Available Information. The Developer shall upon request provide the
City with a letter of an independent public accountant selected by the Developer to the
effect that a Certified Public Accountant has reviewed the financial statements of the
Developer which have been prepared in conformity with the federal income tax fair
market basis, that the examination of such financial statements by such accountant has
been undertaken in accordance with generally accepted auditing standards, and that the
Developer is financially capable of fulfilling its obligations under this Agreement.
Section 6.6. Continued Operation. Commencing upon the signing of the
Agreement, and with the understanding that the Development Property may be subject to
horizontal property regime, the Developer agrees that it will operate a mixed use building
occupied by commercial and residential users at the Development Property and will
continue operation of this building until at least the Termination Date set forth in Section
12.8 hereof.
- 11 -
-
draft .- draft draft-- draft draft
Section 6.7. Annual Certification. To assist the City in monitoring the performance
of the Developer hereunder, a duly authorized officer of the Developer shall annually
provide to the City: (a) a written statement from the County Auditor showing the amount
of Tax Increments (as defined in Section 1.1 of this Agreement) in respect of the
Minimum Improvements (excluding increases in assessed or actual value due to market
factors) for the following fiscal year; (b) proof that all ad valorem taxes on the
Development Property have been paid for the prior fiscal year; and (c) certification that
such officer has re-examined the terms and provisions of this Agreement and that at the
date of such certificate, and during the preceding twelve (12) months, the Developer is
not, or was not, in default in the fulfillment of any of the terms and conditions of this
Agreement and that no Event of Default (or event which, with the lapse of time or the
giving of notice, or both, would become an Event of Default) is occurring or has occurred
as of the date of such certificate or during such period, or if the signer is aware of any
such default, event or Event of Default, said officer shall disclose in such statement the
nature thereof, its period of existence and what action, if any, has been taken or is
proposed to be taken with respect thereto. Such statement, proof and certificate shall be
provided not later than November 1 of each year, commencing no later than November 1,
2011, and ending on November 1, 2022 both dates inclusive. Upon the first December 1
certification, the City will use the January 1 assessment on the Development Property to
calc 1 1 . fI h fi 11 h d 1
u ate an annua mcrement rom t e 0 owmg sc e u e:
for NovemberlDecember Certifications in City uses January Assessment from
2010 2007
2011 2008
Prior to the November 1 in the year of the first certification, the Developer shall
submit the lease plan for the Development Property, with the gross leasable floor space
calculation to the City.
ARTICLE VII. ASSIGNMENT AND TRANSFER
Section 7.1. Status of the Developer; Transfer of Substantially All Assets. With the
exception of parcels subject to a residential horizontal property regime, as security for the
obligations of the Developer under this Agreement, the Developer represents and agrees
that, prior to the issuance of the Certificate of Completion and prior to the Termination
Date, the Developer will not dispose of all or substantially all of its assets or assign its
interest in this Agreement to any other party unless (i) the transferee partnership,
corporation, limited liability company or individual assumes in writing all of the
obligations of the Developer under this Agreement and (ii) the City, as represented by the
City Manager, consents thereto in writing in advance thereof. Notwithstanding the
- 12 -
draft - draft - draft - draft - draft
foregoing, however, or any other provisions of this Agreement, the Developer may pledge
any and/or all of its assets as security for any financing of the Minimum Improvements,
and the City agrees that Developer may assign its interest under this Agreement for such
purpose.
-"
- 13 -
-
draft -- draft --
-- di'aft ~ draft
ARTICLE VIII. ECONOMIC DEVELOPMENT GRANTS
Section 8.1. Economic Development Grants. (a) For and in consideration of the
obligations being assumed by the Developer hereunder, and in furtherance of the goals
and objectives of the Urban Renewal Plan for the Project Area and the Urban Renewal
Act, the City agrees, subject to the Developer having received a Certificate of Completion
and being and remaining in compliance with the terms of this Agreement and to the terms
of this Article VIII, to assume an obligation to make up to thirteen (13) consecutive
annual payments to the Developer commencing no later than June I, 2013 and ending on
June 1,2024, pursuant to Section 403.9 of the Urban Renewal Act, equal in amounts to
one hundred percent (100%) per fiscal year of the Tax Increments collected by the City
with respect to the Minimum Improvements on the Development Property under the terms
of the Ordinance (without regard to any averaging that may otherwise be utilized under
Section 403 .19( 6) and excluding any interest that may accrue thereon prior to payment to
the Developer) during the preceding twelve-month period in respect of the Development
Property and the Minimum Improvements, but subject to adjustment and conditions
precedent as provided in this Article (such payments being referred to collectively as the
"Economic Development Grants").
(b) The obligation of the City to make an Economic Development Grant to the
Developer in any year as specified above shall be subject to and conditioned upon the
timely filing by the Developer of all previous annual statements, proofs and certifications
required under Section 6.7 hereof and the City Manager's approval thereof. Beginning
with the first November I certification, if the Developer's annual statement, proof and
certification is timely filed and contains the information required under Section 6.7 and
the City Manager approves of the same, the City shall certify to the County prior to
December 1 ofthat year its request for the available Tax Increments resulting from the
assessments imposed by the County as of January 1 of that year, to be collected by the
City as taxes and paid during the 'following fiscal year, shall thereafter be disbursed to the
Developer on June 1 of the following fiscal year. (For example, if the Developer and the
City each so certify on November and December of 20 1 0, respectively, the first Economic
Development Grant would be paid to the Developer on June 1,2012).
(c) In the event that the annual statement, proof or certificate required to be
delivered by the Developer under Section 6.7 is not delivered to the City by November I
of any year, the Developer recognizes and agrees that the City may have insufficient time
to review and approve the same and certify its request for- Tax Increments to the County
- 14 -
draft - draft - draft - draft - draft
and that, as a result, no Economic Development Grant may be made to the Developer in
respect thereof.
(d) The total, aggregate amount of all Economic Development Grants under this
Agreement shall not exceed $16,374,800, which reflects a net present value of$9,162,253
at the end of the term of this agreement calculated on a discount rate of 6.25%. Each
Economic Development Grant shall be equal to the sum of one hundred percent (100%)
of all Tax Increments collected per fiscal year in respect of the assessments imposed on
the Minimum Improvements as of January 1, after the first certification, and on January 1
of each of the following years, until 2024 or when the total, aggregate of all such
Economic Development Grants equals no more than the sum of$16,374,800. Ifa final
grant based upon one hundred percent of Tax Increments would result in total, aggregate
Economic Development Grants in an amount exceeding $16,374,800, the final Economic
Development Grant shall be reduced accordingly. Such Economic Development Grants
shall at all times be subject to termination in accordance with the terms of this Article
VIII. Thereafter the taxes levied on the Minimum Improvements shall be divided and
applied in accordance with the Urban Renewal Act and the Ordinance.
(e) In the event that any certificate filed by the Developer under Section 6.7 or
other information available to the City discloses the existence or prior occurrence of an
Event of Default that was not cured or cannot reasonably be cured under the provisions of
Section 10.2 (or an event that, with the passage of time or giving of notice, or both, would
become an Event of Default that cannot reasonably be cured under the provisions of
Section 10.2), the City shall have no obligation thereafter to make any further payments to
the Developer in respect of the Economic Development Grants and may proceed to take
one or more of the actions described in Section 10.2 hereof.
Section 8.2. Source of Grant Funds Limited. (a) The Economic Development
Grants shall be payable from and secured solely and only by amounts deposited and held
in the Hieronymus Square - City-University Proiect I TIF Account ofthe City. The City
hereby covenants and agrees to maintain the Ordinance in force during the term hereof
and to apply the incremental taxes collected in respect of the Minimum Improvements
and allocated to the Hieronymus Square - City-University Proiect I TIF Account to pay
the Economic Development Grants, as and to the extent set forth in Section 8.1 hereof.
The Economic Development Grants shall not be payable in any manner by other tax
increment revenues or by general taxation or from any other City funds.
(b) Notwithstanding the provisions of Section 8.1 hereof, the City shall have no
obligation to make an Economic Development Grant to the Developer if at any time
- 15 -
,-
drnft-drnft-drnft-drnft-drnft
during the term hereof the City receives an opinion of its legal counsel to the effect that
the use of Tax Increments resulting from the Minimum Improvements to fund an
Economic Development Grant to the Developer, as contemplated under said Section 8.1,
is not authorized or otherwise an appropriate project activity permitted to be undertaken
by the City under the Urban Renewal Act or other applicable provisions of the Code, as
then constituted, or under a controlling decision of an Iowa court having jurisdiction over
the subject matter hereof. Upon receipt of such an opinion, the City shall promptly
forward a copy of the same to the Developer. If the circumstances or legal constraints
giving rise to the opinion continue for a period during which two (2) Economic
Development Grants would otherwise have been paid to the Developer under the terms of
Section 8.1, the City may terminate this Agreement, without penalty or other liability to
the Developer, by written notice to the Developer.
(c) The City makes no representation with respect to the amounts that may finally
be paid to the Developer as the Economic Development Grants, and under no
circumstances shall the City in any manner be liable to the Developer so long as the City
timely applies the Tax Increments actually collected and held in the Hieronymus Square..=
City-University Proiect I TIF Account (regardless of the amounts thereof) to the payment
of the Economic Development Grants to the Developer, as and to the extent described in
this Article.
Section 8.3. Use of Other Tax Increments. Subject to this Article VIII, the City
shall be free to use any and all Tax Increments collected in respect of increases in
valuation on the Development Property unrelated to construction of the Minimum
Improvements (i.e. increases in assessed or actual value due to market factors), or on any
other properties within the Project Area, or any available Tax Increments resulting from
the suspension or termination of the Economic Development Grants under Section 8.1
hereof, for any purpose for which the Tax Increments may lawfully be used pursuant to
the provisions of the Urban Renewal Act, and the City shall have no obligations to the
Developer with respect to the use thereof.
- 16 -
draft - draft -. draft - draft. draft
ARTICLE IX. INDEMNIFICATION
Section 9.1. Release and Indemnification Covenants.
(a) The Developer releases the City and the governing body members, officers,
agents, servants and employees thereof (hereinafter, for purposes of this Article IX, the
"indemnified parties") from, covenants and agrees that the indemnified parties shall not
be liable for, and agrees to indemnify, defend and hold harmless the indemnified parties
against, any loss or damage to property or any injury to or death of any person occurring
at or about or resulting from any defect in the Minimum Improvements.
(b) Except for any willful misrepresentation or any willful or wanton misconduct
or any unlawful act of the indemnified parties, the Developer agrees to protect and defend
the indemnified parties, now or forever, and further agrees to hold the indemnified parties
harmless, from any claim, demand, suit, action or other proceedings whatsoever by any
person or entity whatsoever arising or purportedly arising from (i) any violation of any
agreement or condition of this Agreement (except with respect to any suit, action, demand
or other proceeding brought by the Developer against the City to enforce its rights under
this Agreement), (ii) the acquisition and condition of the Development Property and the
construction, installation, ownership, and operation of the Minimum Improvements or
(iii) any hazardous substance or environmental contamination located in or on the
Development Property.
(c) The indemnified parties shall not be liable for any damage or injury to the
persons or property of the Developer or its officers, agents, servants or employees or any
other person who may be about the Minimum Improvements due to any act of negligence
of any person, other than any act of negligence on the part of any such indemnified party
or its officers, agents, servants or employees.
(d) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements
and obligations of the City, and not of any governing body member, officer, agent,
servant or employee of the City in the individual capacity thereof.
(e) The provisions of this Article IX shall survive the termination of this
Agreement.
- 17 -
--
draft '""
w draft ~
ARTICLE X. DEF AUL T AND REMEDIES
Section 10.1. Events of Default Defined. The following shall be "Events of
Default" under this Agreement and the term "Event of Default" shall mean, whenever it is
used in this Agreement, anyone or more of the following events:
(a) Failure by the Developer to cause the construction of the Minimum
Improvements to be commenced and completed pursuant to the terms, conditions and
limitations of Article III of this Agreement; or
(b) Transfer of any interest in this Agreement or the assets of the Developer in
violation of the provisions of Article VII of this Agreement; or
(c) Failure by the Developer to substantially observe or perform any covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement; or
(d) The holder of any Mortgage on the Development Property, or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a
result of any default under the applicable Mortgage documents; or
(e) If the Developer shall:
(A) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended, or under any similar federal or state law; or
(B) make an assignment for the benefit of its creditors; or
(C) admit in writing its inability to pay its debts generally as they become
due; or
(D) be adjudicated a bankrupt or insolvent; or if a petition or answer
proposing the adjudication of the Developer as a bankrupt or its reorganization under any
present or future federal bankruptcy act or any similar federal or state law shall be filed in
any court and such petition or answer shall not be discharged or denied within ninety (90)
days after the filing thereof; or a receiver, trustee or liquidator of the Developer or the
Minimum Improvements, or part thereof, shall be appointed in any proceedings brought
- 18 -
draft - draft - draft - draft - draft
against the Developer, and shall not be discharged within ninety (90) days after such
appointment, or if the Developer shall consent to or acquiesce in such appointment; or
(f) Any representation or warranty made by the Developer in this Agreement, or
made by the Developer in any written statement or certificate furnished by the Developer
pursuant to this Agreement, shall prove to have been incorrect, incomplete or misleading
in any material respect on or as of the date of the issuance or making thereof.
Section 10.2. Remedies on Default. Whenever any Event of Default referred to in
Section 10.1 of this Agreement occurs and is continuing, the City, as specified below,
may take anyone or more of the following actions after (except in the case of an Event of
Default under subsections (e) or (f) of said Section 10.1 in which case action may be
taken immediately) the giving of thirty (30) days' written notice by the City to the
Developer and the holder of the First Mortgage (but only to the extent the City has been
informed in writing of the existence of a First Mortgage and been provided with the
address of the holder thereof) of the Event of Default, but only if the Event of Default has
not been cured within said thirty (30) days, or if the Event of Default cannot reasonably
be cured within thirty (30) days and the Developer does not provide assurances
reasonably satisfactory to the City that the Event of Default will be cured as soon as
reasonably possible:
(a) The City may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the City, that the Developer
will cure its default and continue its performance under this Agreement;
(b) The City may terminate this Agreement;
(c) The City may withhold the Certificate of Completion;
(d) The City may take any action, including legal, equitable or
administrative action, which may appear necessary or desirable to enforce performance
and observance of any obligation, agreement, or covenant of the Developer, as the case
may be, under this Agreement; or
(e) The City shall be entitled to recover from the Developer, and the
Developer shall re-pay to the City, an amount equal to the most recent Economic
Development Grant previously made to the Developer under Article VIII hereof, and the
City may take any action, including any legal action it deems necessary, to recover such
amount from the Developer.
- 19 -
-
draft - draft -. draft - draft w draft
Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved
to the City is intended to be exclusive of any other available remedy or remedies, but each
and every remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right 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 and power may be exercised from time to time and as often as may be deemed
expedient.
Section IDA. No Implied Waiver. In the event any term or covenant contained in
this Agreement should be breached by any party and thereafter waived by any other party,
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
Section 10.5. Agreement to Pay Attorneys' Fees and Expenses. Whenever any
Event of Default occurs and the party who is not in default shall employ attorneys or incur
other 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 party in default herein contained, the party in default agrees that it shall, on demand
therefore, pay to the party not in default the reasonable fees of such attorneys and such
other expenses as may be reasonably and appropriately incurred by the party not in default
in connection therewith.
ARTICLE XI. OPTION TO TERMINATE AGREEMENT
Section 11.1. Option to Terminate. This Agreement may be terminated by the
Developer if (i) the Developer is in compliance with all material terms of this Agreement
and no Event of Default has occurred which has not been cured in accordance with the
provisions of Section 10.2 hereof; and (ii) the City fails to comply with any material term
of this Agreement, and, after written notice by the Developer of such failure, the City has
failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if
such noncompliance cannot reasonably be cured by the City within ninety (90) days of
receipt of such notice, the City has not provided assurances reasonably satisfactory to the
Developer that such noncompliance will be cured as soon as reasonably possible.
Section 11.2. Effect of Termination. If this Agreement is terminated pursuant to
this Article XI, this Agreement shall be from such date forward null and void and of no
- 20-
draft - draft -- draft - draft w draft
further effect; provided, however, that the City's rights to indemnification under Article
IX hereof shall in all events survive and provided further that the termination of this
Agreement shall not affect the rights of any party to institute any action, claim or demand
for damages suffered as a result of breach or default of the terms of this Agreement by
another party, or to recover amounts which had accrued and become due and payable as
of the date of such termination. In any such action, the prevailing party shall be entitled
to recover its reasonable attorneys fees and related expenses incurred in connection
therewith (but only, in the case of the City, to the extent permitted by applicable law).
Upon termination of this Agreement pursuant to this Article XI, the Developer shall be
free to proceed with the construction and operation of the Minimum Improvements at its
own expense and without regard to the provisions of this Agreement.
ARTICLE XII. MISCELLANEOUS
Section 12.1. Conflict of Interest. The Developer represents and warrants that, to
its best knowledge and belief after due inquiry, no officer or employee of the City, or its
designees or agents, nor any consultant or member of the governing body of the City, and
no other public official of the City who exercises or has exercised any functions or
responsibilities with respect to the Project during his or her tenure, or who is in a position
to participate in a decision-making process or gain insider information with regard to the
Project, has had or shall have any interest, direct or indirect, in any contract or
subcontract, or the proceeds thereof, for work or services to be performed in connection
with the Project, or in any activity, or benefit therefrom, which is part of the Project at any
time during or after such person's tenure.
Section 12.2. Notices and Demands. A notice, demand or other communication
under this Agreement by any party to the other shall be sufficiently given or delivered if it
is dispatched by registered or certified mail, postage prepaid, return receipt requested, or
delivered personally, and
(a) In the case of the Developer, is addressed or delivered personally to
the Developer at 711 S. Gilbert Street, Iowa City, Iowa 52240.
(b) In the case of the City, is addressed to or delivered personally to the
City at City Hall, 410 E. Washington Street, Iowa City, Iowa, 52240, Attn: City
Manager; or to such other designated individual or to such other address as any
party shall have furnished to the other in writing in accordance herewith.
- 21 -
.-
drnft-drnft-drnft-drnft-drnft
Section 12.3. Titles of Articles and Sections. Any titles of the several parts,
Articles, and Sections of this Agreement are inserted for convenience of reference only
and shall be disregarded in construing or interpreting any of its provisions.
Section 12.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 12.5. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Iowa.
Section 12.6. Entire Agreement. This Agreement and the exhibits hereto reflect the
entire agreement between the parties regarding the subject matter hereof, and supersedes
and replaces all prior agreements, negotiations or discussions, whether oral or written.
This Agreement may not be amended except by a subsequent writing signed by all parties
hereto.
Section 12.7. Successors and Assigns. This Agreement is intended to and shall
inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns. However, all economic development grants shall be payable only
to the Developer.
Section 12.8. Termination Date. This Agreement shall terminate and be of no
further force or effect on and after June 1,2024.
Section 12.9 Recording. This Agreement shall be recorded at the Johnson County
Recorder's Office, Iowa City, within 30 days of execution at the expense of the
Developer.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed
in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested
by its City Clerk, the Developer has caused this Agreement to be duly executed in its
name and behalf by John Hieronymus and Michael Hodge, principals of Hieronymus
Square Associates.
- 22-
draft -, draft - draft - draft - draft
(SEAL)
CITY OF IOWA CITY, IOWA
By:
Mayor
A TTES1:
By:
City Clerk
Hieronymus Square Associates
By:
Developer\Owner
Developer\Owner
ATTEST:
By:
(title)
STATE OF IOWA )
) SS
COUNTY OF )
On this day of , 2006, before me a Notary Public in and
for said County, personally appeared Ross Wilburn and Marian Karr to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing
under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument
is the seal of said Municipal Corporation, and that said instrument was signed and sealed
on behalf of said Municipal Corporation by authority and resolution of its City Council
and said Mayor and City Clerk acknowledged said instrument to be the free act and deed
of said Municipal Corporation by it voluntarily executed.
- 23 -
-
draft -- draft - draft - draft - draft
Notary Public in and for Johnson County,. Iowa
- 24-
drnft-drnft-drnft-drnft-drnft
)
) SS
)
STATE OF
COUNTY OF
On this day of , 2006, before me the undersigned, a
Notary Public in and for said County, in said State, personally appeared John Hieronymus
and Michael Hodge, principals of Hieronymus Square Associates, to me personally
known, who, being by me duly sworn, did say that the execution of said instrument to be
the voluntary act and deed, by each of them voluntarily executed.
Notary Public in and for
County ,
- 25 -
--
draft - draft -- draft .- draft ~ draft
EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property is described as consisting of all that certain parcel or parcels of
land located in the City ofIowa City, County of Johnson, State ofIowa, more particularly
described as follows:
Need Legal
With the street address of
C - 1
drnft-drnft-drnft-drnft-drnft
EXHIBIT B
MINIMUM IMPROVEMENTS
The Minimum Improvements shall consist of the construction a 12-story mixed-use
building and related site and streetscape improvements within the Development Property as
defined in Exhibit A. Said Minimum Improvements, as generally referenced by the site plan
dated DATE, and attached hereto, are subject to applicable permits and approvals. These
improvements shall include, but not be limited to, retail, office, and high-end residential
condominium uses at a minimum investment of $40 million. The building will include a
minimum of three floors of commercial retail and office development with best efforts to
include a 40-unit hotel on floors four through six, and residential units with no more than 3
bedrooms per unit and no more than 30% ofthe units with 3 bedrooms. The site will include
a landscaped courtyard framed by the building, which can be used as a drop-off and loading
area as well as a landscaped amenity for the development, and streetscape improvements
including trees, lights, street furniture, and sidewalk finishes, all as approved by the City.
C-2
--"
draft - draft -- draft - draft - draft
EXHIBIT C
CERTIFICATE OF COMPLETION
WHEREAS, the City ofIowa City, Iowa (the "City") and Hieronymus Square
Associates, having an office for the transaction of business at 711 S. Gilbert Street, Iowa
City, Iowa (the "Developer"), did on or about the day of , 2009,
make, execute and deliver, each to the other, an Agreement for Private Redevelopment
(the "Agreement"), wherein and whereby the Developer agreed, in accordance with the
terms of the Agreement, to develop and maintain certain real property located within the
City and as more particularly described as follows:
Need Legal
With the street address of
WHEREAS, the Agreement incorporated and contained certain covenants and
restrictions with respect to the development of the Development Property, and obligated
the Developer to construct certain Minimum Improvements (as defined therein) in
accordance with the Agreement; and
WHEREAS, the Developer has to the present date performed said covenants and
conditions insofar as they relate to the construction of said Minimum Improvements in a
manner deemed by the City to be in conformance with the approved building plans to
permit the execution and recording of this certification.
NOW, THEREFORE, pursuant to Section 3.2 ofthe Agreement, this is to certity
that all covenants and conditions of the Agreement with respect to the obligations of the
Developer, and its successors and assigns, to construct the Minimum Improvements on
the Development Property have been completed and performed by the Developer and are
hereby released absolutely and forever terminated insofar as they apply to the land
described herein. The County Recorder of Johnson County is hereby authorized to accept
for recording and to record the filing of this instrument, to be a conclusive determination
of the satisfactory termination of the covenants and conditions of said Agreement with
respect to the construction of the Minimum Improvements on the Development Property.
All other provisions of the Agreement shall otherwise remain in full force and effect
until termination as provided therein.
C - 3
draft - draft - draft - draft - draft
(SEAL)
ATTEST:
By:
City Clerk
STATE OF IOWA )
) SS
COUNTY OF JOHNSON )
CITY OF IOWA CITY, IOWA
By:
Mayor
C-4
-
dnlft .- draft -
On this day of ,2006, before me a Notary Public in and for
said County, personally appeared Ross Wilburn and Marian Karr, to me personally
known, who being duly sworn, did say that they are the Mayor and City Clerk,
respectively of the City of Iowa City, Iowa, a Municipal Corporation, created and existing
under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument
is the seal of said Municipal Corporation, and that said instrument was signed and sealed
on behalf of said Municipal Corporation by authority and resolution of its City Council
and said Mayor and City Clerk acknowledged said instrument to be the free act and deed
of said Municipal Corporation by it voluntarily executed.
Notary Public in and for Johnson County, Iowa
C - 5