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2015-06-16 Resolution
06-16-15 =(i5) Prepared by: Marian K. Karr, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5043 RESOLUTION NO. 15-195 RESOLUTION TO ISSUE DANCING PERMIT BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that a Dancing Permit as provided by law is hereby granted to the following named person and at the following described locations upon his/her filing an application, having endorsed thereon the certificates of the proper city officials as to having complied with all regulations and ordinances, having a valid beer, liquor, or wine license/permit, to wit: Fraternal Order of the Eagles, Iowa City Aerie #695 —225 Hwy 1 W. Passed and approved this 16th day of June , 20_i5 AQP7 MAYOR Approved by ATTEST:/�/Q ���� • ��>� CIT LERK City Attorney's Office It was moved by Botchway and seconded by Aims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton Prepared by: Marian K. Karr, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5043 RESOLUTION NO. 15-196 RESOLUTION TO ISSUE CIGARETTE PERMITS WHEREAS, the following firms and persons have made an application and paid the taxes required by law for the sale of cigarettes, tobacco, nicotine and vapor products. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, THAT: the applications be granted and the City Clerk is hereby directed to issue a permit to the following named persons and firms to sell cigarettes, tobacco, nicotine and vapor products: see attached Passed and approved this 16th day of June -'20 15 IMOt9- Approvednby ATTEST: CIT LERK City Attorney's Office It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Botchway X Dickens x Dobyns X Hayek X Mims X Payne X Throgmorton June 15, 2015 LATE HANDOUTS � r k .I ft "` CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240-1826 (3 19) 356-5000 (319) 356-5009 FAX www.icgov.org Information submitted between distribution of packet on Thursday and close of business on Monday. CONSENT CALENDAR Council Actions: ITEM 3a (4) June 8, Special Formal & Complete Minutes of Boards & Commissions & Recommendations: ITEM 3b(8) Planning & Zonin Permit Resolutions: ITEM 3c(26) Resolution to issue Cigarette Permits: See revised listing Resolutions: ITEM 3d(3) FIBER INFRASTRUCTURE, DUCT INSTALLATION -- See revised resolution and comment below: (REVISED) Comment: Bids for this project were opened on Friday, June 12, 2015, and the following bids were received: ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL — See resolution ITEM 3d(15) CHURCHILL MEADOWS See resolution Base Bid w/Alternates 1, 2 & 3 Slabach Construction Kalona, IA $ 157,750.00 $ 184,968.00 Advanced Electric Iowa City, IA $ 179,000.00 $ 212,000.00 Lan -Tel Communications Independence, MO $ 183,236.45 $ 213,101.96 Trace Technologies Tulsa, OK $ 189,000.00 $ 230,170.00 LSI Land Services Port Byron, IL $ 190,825.00 $ 225,425.00 Neumiller Electric Iowa City, IA $ 205,000.00 $ 246,600.00 Engineer's Estimate $ 200,000.00 Information Technology Services recommend award of the contract to Slabach Construction of Kalona, IA in the amount of $184,968.00 which includes Alternates 1, 2 and 3. The project will be funded with Wastewater revenue proceeds. ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL — See resolution ITEM 3d(15) CHURCHILL MEADOWS See resolution CIGARETTE PERMITS PRINTED : 04 -JUN -15 PAGE: 1 DOING BUSINESS AS LICENSE # STICKER # APPLICANTS NAME PURPOSE Vl-'ALMOST PARADISE 15 00061 DANA'S INVESTMENTS, LLC. �T(ITeTT LACK AND GOLD VAPORS, LLC. 15 00061 GItJ- 3 BLACK AND GOLD VAPORS LLC. ♦/CASEY'S GENERAL STORE #2761 07 00073 Cts CASEY'S MARKETING COMPANY 85 00092 vl CASEY' S GENERAL STORE #2781 0 7 00074 C_) v_ 3 CASEY'S MARKETING COMPANY V/CASEY' S GENERAL STORE #3322 14 00065 CASEY'S MARKETING COMPANY VCONVENIENCE 87 00018 C_,(� STORE THE 08 00068 TH CONVENIENCE STORE LLC 98 00014 Lj Lp- S CREEKSIDE MARKET 03 00005 RYAN FULLER 99 00006 C_JU - 50L, FORMERLY: T & M MINI MART 539 06 00074 LC C CY #8547 06 00075 r[7a _..TTTTT?i! LLC �T(ITeTT DAN' S SHORT STOP 86 00022 - DAN'S SHORT STOP CORPORATION V DEADWOOD 85 00092 RANGER ENTERPRISES INC v/DELI MART 41 87 00013 DELIMART PROPERTIES INC ELI MART #2 87 00018 C_,(� PROPERTIES INC XELIDELIMART MART #3 98 00014 Lj Lp- S DELIMART PROPERTIES INC DELI MART #5 99 00006 C_JU - 50L, DELIMART PROPERTIES INC `//DEN THE 00 00017 1 SOUTHERN DISCOUNT DEN INC CIGARETTE PERMITS PRINTED : 04 -JUN -15 PAGE: 2 DOING BUSINESS AS LICENSE # STICKER # APPLICANTS NAME PURPOSE XOLLAR GENERAL STORE #8137 13 00065 DDOLGENCORP LLC '-,/DUBLIN UNDERGROUND THE 93 00001 DUBLIN UNDERGROUND INC 14 00061 14 00062 �L PASO THE MEXICAN STORE 05 00001 C_1t9- j PASO TIENDA Y TAQUERIA INC VHHAY-VEE DRUGSTORE %EL �/FAREWAY STORES #034 03 00007 FFAREWAY STORES INC \/HY-VEE FOOD STORE #1 VFAREWAY STORES #950 95 00006 Cj FFAAREWAY STORES INC 00010 HY-VEE INC Hy -VEE FOOD STORE #3 85 00011 X/GASBY' S #1 08 00074 C 1 - BAUER INCBY' 00004 C HY-VEE INC ZGASS #4 08 00075 C1 U - -1 KLB BAUER INC 00007 _JYJ Petroleum Services Co., LLC 14 00061 VHARTIG DRUG #10 98 00001 HARTIG DRUG COMPANY CORP VHHAY-VEE DRUGSTORE 85 00013 HHY-VEE INC \/HY-VEE FOOD STORE #1 85 00009 HY-VEE INC VHY-VEE FOOD STORE #2 85 00010 HY-VEE INC Hy -VEE FOOD STORE #3 85 00011 HY-VEE INC HY-VEE GAS #1 03 00004 C HY-VEE INC V Hawkeye Convenience Store 00 00007 _JYJ Petroleum Services Co., LLC CIGARETTE PERMITS PRINTED : 04 -JUN -15 PAGE: 3 DOING BUSINESS AS LICENSE # STICKER # APPLICANTS NAME KUM & GO LC PURPOSE UM & GO #52 01 01088 �C. PIT STOP 08 00064 (L�tLJQ - IC PIT STOP LLC '�-A & GO #53 01 01089 IC UGLYS 07 00070 Ll�,S GAL INC ✓L & M MIGHTY SHOP, INC. 85 00045 %PUB IOWA CITY FAST BREAK 11 00058 RREIF OIL COMPANY �L vJOE' S PLACE 08 00072 00072 SAMCO OF IOWA CITY INC LIQUOR DOWNTOWN LLC -VSA AORTH DODGE EXPRESS Ol � - �i JOHN'S GROCERY, INC. 85 00054 �ll� [ GROCERY INC ✓ORTH DODGE SINCLAIR 10 00056 /JOHN'S V KMART ## 4 315 85 00140 L" KK CORPORATION NORTH --MART "-KONNEXION THE 08 00069 C__) u? -�� SMOKERS UNLIMITED LLC ON THE GO CONVENIENCE STORES k" K & GO #422 85 00025 Cl L-? -3� KUM & GO LC � ul"1 & GO #51 01 01087 (_jL-Q-30 KUM & GO LC UM & GO #52 01 01088 KUM & GO LC '�-A & GO #53 01 01089 �Lp�31 KUM & GO LC ✓L & M MIGHTY SHOP, INC. 85 00045 CjLq- 3 & M MIGHTY SHOP INC �L C-1 LQ - V/ LIQUOR DOWNTOWN 07 00072 LIQUOR DOWNTOWN LLC AORTH DODGE EXPRESS Ol 01090 c.1 (p -3 B ND REAL ESTATE INC ✓ORTH DODGE SINCLAIR 10 00056 Q C)LV ` 3 1 DODGE REAL ESTATE INC NORTH VON THE GO CONVENIENCE STORES 00 00002 GjLV_ qD ON THE GO CONVENIENCE STORES 34qa ,) CIGARETTE PERMITS PRINTED : 12 -JUN -15 PAGE: 4 DOING BUSINESS AS LICENSE # STICKER # APPLICANTS NAME PURPOSE RJ' Z EXPRESS 07 00075 HWZ LLC -1A SS' NORTHSIDE SERVICE 05 00005 C -A k-f_Y RUSS' NORTHSIDE SERVICE INC SAUCE 13 00064 2 CAYLOR DEVELOPMENT LLC CAP- L �MOKIN' JOE'S #18 05 00007 �i �_ L THE OUTLET INC ASO UTMSIDE LIQUOR & TOBACCO 12 00064 rjUTHSIDE SPIRITS LLC Cl LLC C-CL-lI<J til ."/SUBURBAN BP AMOCO 97 00007 SUBURBAN INVESTORS LC ,,B6BURBAN BP AMOCO KEOKUK STREET 98 00012 SUBURBAN INVESTORS LC AE LIQUOR HOUSE 03 00008 CAYLOR ENTERPRISES LLC MT CQ T -2 -2 T DDT 2L T L LSV mGBAPQr CO fOBACCO OUTLET PLUS #537 9 7 00008 G 1 U _\-4 5 KKWIK TRIP INC `/WALGREENS #5077 85 00029C) Lp- 4�-v WALGREEN COMPANY ALMART #1721 92 00012 WAL-MART STORES INC TOTAL CIGARETTE PERMITS: 61 DOING BUSINESS AS APPLICANTS NAME PURPOSE ZRJ'Z EXPRESS �LLC RUSS' NORTHSIDE SERVICE RUSS' NORTHSIDE SERVICE INC ',./SAUCE 7SMOKIN' YLOR DEVELOPMENT LLC ", JOE'S #18 THE OUTLET INC �OUTHSIDE LIQUOR & TOBACCO SOUTHSIDE SPIRITS LLC CIGARETTE PERMITS PRINTED : 04 -JUN -15 PAGE: 4 SUBURB:Fdi --P- STREET -SUB THE LIQUOR HOUSE CAYLOR ENTERPRISES LLC c-av-,C,d t,,,�OBACCO OUTLET PLUS #537 KKWWIK TRIP INC \/WALGREENS #5077 WALGREEN COMPANY Vl(ALMART #1721 WAL-MART STORES INC TOTAL CIGARETTE PERMITS: 61 LICENSE # STICKER # 07 00075 GJLO.- L 1 05 00005 C,i LPqa 13 00064 C�_1 -,� Q 05 00007 C_�)Uo- -1,!) 12 00064 CJU - L lq 97 00007 98 00012 03 00008C�) LQ-_�S- 97 00008 c4,S 85 00029 l_L9-q 92 00012L)k__o--L)q 06-16-15 3d(1) Prepared by: Sara Hektoen, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319)356-5030 RESOLUTION NO. 15-197 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CLERK TO ATTEST A CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF THE CITY'S DEVELOPMENT AGREEMENT WITH RIVERVIEW WEST, LLC F/K/A EMRICO PROPERTIES II, LLC TO HILLS BANK AND TRUST COMPANY WHEREAS, The City entered into an Agreement for Private Redevelopment with Riverview West, L.L.C. f/k/a Emrico Properties II, L.L.C. ("the Developer'), dated December 2, 2014 and recorded at Book!EM Page 767 in the records of the Johnson County, Iowa, Recorder's Office, for the construction of certain minimum improvements on property located on Riverside Drive; and WHEREAS, this Agreement was amended pursuant to Resolution 15-139, recorded at Book 5366, Page 419-424 in the records of the Johnson County, Iowa Recorder's office; and WHEREAS, the Developer now wishes to assign all of its right, title and interest in the Redevelopment Agreement, as amended, to its lender, Hills Bank & Trust Co., for security purposes; and WHEREAS, Hills Bank & Trust Co. is requiring the City's consent to the assignment; and WHEREAS, the City has reviewed this assignment request and finds it is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City does hereby consent to the Developer's assignment of all of its right, title, and interest in the above-described Redevelopment Agreement, as amended; 2. The Mayor is hereby authorized to execute and the City Clerk to attest an assignment agreement in a form approved by the City Attorney; and 3. The City Clerk is hereby authorized and directed to record this resolution and the assignment agreement at Developer's expense. Passed and approved this 16th day of June , 20 15 y Ap oved by ATTEST: �) % ��1 ot CITY -CLERK City Attorney's Office/fvl�S Resolution No. ]Page 2 15-197 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: Mims the AYES: MAYS: ABSENT: x_ Botchway x Dickens x Dobyns x Hayek x_ Mims x Payne x Throgmorton Prepared by and return to: Lisa Shileny, Hills Bank and Trust Company 131 Main Street, P.O. Box 160, Hills, IA 52235_-0160 (319) 679-2291 pace .r t is ine or recur ing purposes CONSENT TO ASSIGNMENT OF AGREEMENT FOR PRIVATE REDEVELOPMENT This Consent to Assignment of Agreement for Private Redevelopment (this "Consent") is entered into as of June 16 , 2015, by and between THE CITY OF IOWA CITY, IOWA ("City"), and RIVERVIEW WEST, LLC, f/k/a Emrico Properties II, LLC ("Assignor"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Redevelopment Agreement (defined below). BACKGROUND The City and Assignor'entered into an Agreement for Private Redevelopment dated as of December 2, 2014, under which Assignor agreed to construct certain improvements on the Development Property and the City agreed to provide Developer certain Economic Development Grants as provided therein (the "Redevelopment Agreement"). Assignor has entered into certain loan agreements with Assignee under which Assignor has assigned to and Hills Bank and Trust Company ("Assignee") for security purposes, all of its right, title and interest in the Redevelopment Agreement, as set forth in the Assignment of Agreement for Private Redevelopment attached hereto ("Assignment"), and Assignee requires the consent of the City to such Assignment. Now therefore, in consideration of the foregoing and mutual promises and agreements contained herein, Assignor and the City agree as follows: 1. Consent to Assignment. The City hereby consents to Assignor's assignment for security purposes of all of its right, title and interest in, to and under the Redevelopment Agreement, in accordance with the terms of the Assignment attached hereto. 2. Compliance. The City and Assignor each acknowledge that as of the date hereof, neither of them is aware of any breach of the Redevelopment Agreement by the other party hereto. (01888794.DOCX) 3. Counterparts. This Consent may be executed in several counterparts and all such executed counterparts shall constitute one document, binding on all of the parties hereto, notwithstanding that all of the parties hereto are not signatories to the original. IN WITNESS WHEREOF, the City has caused this Consent 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, and the Assignor has caused this Consent to be duly executed in its name and behalf by RIVERVIEW WEST, LLC f/k/a Emrico Properties II, LLC, an Iowa limited liability company. RIVERVIEW WEST, LLC f/k/a Emrico Properties, LLC By: 4�Au '(- Kevin M. Hanick, Manager/Member By. Patricia L. Hamck, nager/Member By: Jose abner, Manager/Member By: Kineret Zabner, Manager/Member (SEAL) ATTEST: By: City Jerk {01888794.DOCX} 2 CITY OF IOWA CITY, IOWA By: /��yd Mayor Approved by: BycGt.. City Attorney STATE OF IOWA ss: COUNTY OF JOHNSON On this f(� day of -lt lLe— , 2015, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. 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 the 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. .r�I A1 r KELLIE K, TUTTLE Commission Number 221819 My Corpmisfion Expires wA STATE OF IOWA ) ss: COUNTY OF o ) k �tt *2' Notary Public in and for the State of Iowa This instrument was acknowledged before me on thijb day of May, 2015, by Kevin M. Hanick, as Manager/Member of Riverview West, LLC, f/k/a Emrico Properties, LLC, an Iowa limited liability company. BRAD LANGG X93-/A�fi a 4 111N res Notary Pub c in jW for said State W MY My Commission Expires:� 1 4 STATE OF IOWA ) ) ss: COUNTY OF JZA--,,. ) This instrument was acknowledged before me on this f- day of May, 2015, by Patricia L. Hanick, as Manager/Member of Riverview West, LLC, f/k/a Emrico Properties, LLC, an Iowa limited liability company. r BRAD LANGG 93 MY �mrsswn E�lrn re$ STATE OF IOWA ) ss: COUNTY OF Jd �?IjS•n ) {01888794.DOCX} W /& q f -A (/-/IV/ Notary Public iry&nd for said State My Commission Expires: V-1 4114 This instrument was acknowledged before me on thiszkay of May, 2015, by Joseph Zabner, as Manager/Member of Riverview West, LLC, f/k/a Emrico Properties, LLC, an Iowa limited liability company. I/ /1 , I /I Notary PubliAnor said Stat My CommissionfflDpires: 6 STATE OF IOWA er� ) ss: COUNTY OF 6/ '-i ) This instrument was acknowledged before me on this day of May, 2015, by Kineret Zabner, as Manager/Member of Riverview West, LLC, f/k/a Emrico Properties, LLC, an Iowa limited liability company. x; r UWGGUTH93 a ` B � on Numbe�lt� Notary Pub c in or said State ` Nly mm My Commission xpires: Ow {01888794.DOCX} 4 Prepared by: Susan Dulek, Asst. City Attorney, 410 E. Washington Street, Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 15-198 RESOLUTION SUPPORTING THE IMPLEMENTATION BY JOHNSON COUNTY OF A COMMUNITY IDENTIFICATION CARD PROGRAM. WHEREAS, the Johnson County Board of Supervisors has passed a resolution to implement a Community Identification Card program; WHEREAS, having a valid form of identification is crucial for accessing some basic public and private sector services; WHREAS, not all residents are able to obtain a State issued driver's license or non - operator's identification card because of lack of specified documents due to natural disaster, homelessness, immigration or otherwise; WHEREAS, a Community Identification Card will enable residents to have proof of identity and address; WHEREAS, a Community Identification Card will enhance public safety by encouraging card holders to report crimes to law enforcement in an efficient manner and without concern of not being able to identify themselves or being investigated themselves for not having an ID; WHEREAS, although, with the exception of a library card and a recreation facility pass, City services including water, transportation, and senior center do not require a photo identification to obtain services, a Community Identification Card will enhance the use of these services by residents concerned about attempting to access them without an ID and will increase the use of the library and recreation facilities; and WHEREAS, the City should financially support of the program by committing $6,000 toward the implementation expenses. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The City of Iowa City supports the establishment of the Johnson County Community Identification Card. 2. The City of Iowa City commits $6,000 to the implementation expenses of the Johnson County Community Identification Card. 3. Absent a specified reason not to accept the identification, City of Iowa City staff will accept the Community Identification Card as valid identification. Passed and approved this 16th day of June , 2015. ATTEST:2aaie."2 au/ City Clerk Approved by City Attorney's Office i Resolution No. ]Page 2 15-198 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: ]MAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton 06-16-15 3d(2) MEMORANDUM Date: June 11, 2015 To: Tom Markus, City Manager From: Shannon McMahon, Communications Coordinator Re: Johnson County Community Identification Card Program Introduction: The City received a letter from the Johnson County Board of Supervisors on June 3, 2015, announcing their decision to move forward with a Community Identification Card program which they would like to roll out in July 2015. History/background: The goal of the plan is to assist residents in receiving various services and amenities throughout the community and showcasing Johnson County as a welcoming community for all residents. The program will be overseen by County officials and staff, and will provide approved applicants with an identification card that will be good for four years for adults and two years for children. Applicants will be required to present proof of identity and proof of address to obtain the cards. The County's Community ID working committee is still finalizing requirements for proof of identity and residency and plans to provide those details in the coming weeks. Because the cards are being produced at the request of local agencies, businesses, and faith and immigrant communities, the County is asking the City of Iowa City to support the program by passing its own resolution of support. They also encourage the City to accept the Community ID for City services and during contact with law enforcement in order to make the card more meaningful. In addition to accepting the ID for City services, the County is also asking for financial support in order to help finance this new program. Discussion of solution: The City of Iowa City is pleased to assist our residents by accepting the new Community ID cards as identification for use of City services, including, but not limited to: • Interacting with law enforcement • Obtaining a library card at the Iowa City Public Library, • Obtaining a Parks and Recreation facility pass, • Notarizing a signature Although, with the exceptions of a library card and a recreation facility pass, City services including water, transportation, and senior center do not require photo identification to obtain services, a Community Identification Card will enhance the use of these services by residents concerned about attempting to access these services without an ID and will increase the use of the library and recreation facilities. Financial impact: The County is asking for financial support for the program. Staff recommends the City commit $6,000 to the program for implementation expenses. Recommendation: Support the establishment of the Community Identification Card program and commit $6,000 to the program. June 15, 2015 LATE HANDOUTS CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240-1826 (3 19) 356-5000 (319) 356-5009 FAX www.icgov.org Information submitted between distribution of packet on Thursday and close of business on Monday. CONSENT CALENDAR Council Actions: ITEM 3a (4) June 8, Special Formal & Complete Minutes of Boards & Commissions & Recommendations: ITEM 3b(8) Planning & Zoning Commission: May 21 Permit Resolutions: ITEM 3c(26) Resolution to issue Cigarette Permits: See revised listing ITEM 3d(3) FIBER INFRASTRUCTURE, DUCT INSTALLATION -- See resolution and comment below: (REVISED) Comment: Bids for this project were opened on Friday, June 12, 2015, and the following bids were received: ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL - See resolution ITEM 3d(15) CHURCHILL MEADOWS -See resolution Base Bid w/Alternates 1, 2 & 3 Slabach Construction Kalona, IA $ 157,750.00 $ 184,968.00 Advanced Electric Iowa City, IA $ 179,000.00 $ 212,000.00 Lan -Tel Communications Independence, MO $ 183,236.45 $ 213,101.96 Trace Technologies Tulsa, OK $ 189,000.00 $ 230,170.00 LSI Land Services Port Byron, IL $ 190,825.00 $ 225,425.00 Neumiller Electric Iowa City, IA $ 205,000.00 $ 246,600.00 ngineer's Estimate $ 200,000.00 In rmation Technology Services recommend award of the contract to Slabach f Kalona, IA Con�3.roject in the amount of $184,968.00 which includes Alternates 1, 2 and will be funded with Wastewater revenue proceeds. ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL - See resolution ITEM 3d(15) CHURCHILL MEADOWS -See resolution NOTICE TO BIDDERS FIBER INFRASTRUCTURE—IOWA CITY SOUTH , PART -1 — DUCT INSTALLATION (PROJECT NO. 2015-004) Sealed proposals will be received by the City Clerk of the City of Iowa City, Iowa, until 3:00 P.M. on the 12th day of June, 2015. Sealed proposals will be opened immediately thereafter by the City Engineer or designee. Bids submitted by fax machine shall not be deemed a "sealed bid" for purposes of this Project. Proposals received after this deadline will be returned to the bidder unopened. Proposals will be acted upon by the City Council at a meeting to be held in the Emma J. Harvat Hall at 7:00 P.M. on the 16th day of June. 2015, or at special meeting called for that purpose. The Project will involve the following: Installing HDPE duct, polymer concrete handholes and precast concrete vaults as part of an underground communications facility. All work is to be done in strict compliance with the plans and specifications prepared by the Iowa City Engineering Division of Iowa City, Iowa, which have heretofore been approved by the City Council, and are on file for public examination in the Office of the City Clerk. Each proposal shall be completed on a form furnished by the City and must be accompanied in a sealed envelope, separate from the one containing the proposal, by a bid bond executed by a corporation authorized to contract as a surety in the State of Iowa, in the sum of 10% of the bid. The bid security shall be made payable to the TREASURER OF THE CITY OF IOWA CITY, IOWA, and shall be forfeited to the City of Iowa City in the event the successful bidder fails to enter into a contract within ten (10) calendar days of the City Council's award of the contract and post bond satisfactory to the City ensuring the faithful performance of the contract and mainte- nance of said Project, if required, pursuant to the provisions of this notice and the other contract documents. Bid bonds of the lowest two or more bidders may be retained for a period of not to exceed fifteen (15) calendar days following award of the contract, or until rejection is made. Other bid bonds will be returned after the canvass and tabulation of bids is completed and reported to the City Council. The successful bidder will be required to furnish a bond in an amount equal to one hundred percent (100%) of the contract price, said bond to be issued by a responsible surety approved by the City, and shall guarantee the prompt payment of all materials and labor, and also protect and save harmless the City from all claims and damages of any kind caused directly or indirectly by the operation of the contract, and shall also guarantee the maintenance of the improvement for a period of one (1) year from and after its completion and formal acceptance by the City Council. The following limitations shall apply to this Project: Specified Start Date: June 29, 2015 Specified Completion Date: July 31, 2015 Liquidated Damages: $500 per day The plans, specifications and proposed contract documents may be examined at the office of the City Clerk. Copies of said plans and specifi- cations and form of proposal blanks may be secured at the Office of The Department of Publics Works, Engineering Division, 410 East Washington Street, Iowa City, Iowa, 52240 by bona fide bidders. A $25 refundable fee is required for each set of plans and specifications provided to bidders or other interested persons. The fee shall be in the form of a check, made payable to the City of Iowa City. A refund will be issued if re -useable plans and specifications are returned to the City of Iowa City within 14 days of the project award date. Prospective bidders are advised that the City of Iowa City desires to employ minority contractors and subcontractors on City projects. A listing of minority contractors can be obtained from the Iowa Department of Inspections and Appeals at (515) 281-5796 and the Iowa Department of Transportation Contracts Office at (515) 239- 1422. Bidders shall list on the Form of Proposal the names of persons, firms, companies or other parties with whom the bidder intends to subcon- tract. This list shall include the type of work and approximate subcontract amount(s). The Contractor awarded the contract shall submit a list on the Form of Agreement of the proposed subcontractors, together with quanti- ties, unit prices and extended dollar amounts. By virtue of statutory authority, preference must be given to products and provisions grown and coal produced within the State of Iowa, and to Iowa domestic labor, to the extent lawfully re- quired under Iowa Statutes. The Iowa reciprocal resident bidder preference law applies to this Project. The City reserves the right to reject any or all proposals, and also reserves the right to waive technicalities and irregularities. Published upon order of the City Council of Iowa City, Iowa. MARIAN K. KARR, CITY CLERK 06-16-15 3d(3) Prepared by: Trent Hansen, IT, 410 E. Washington St., Iowa City, IA 52240 (319)356-5433 RESOLUTION NO. RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT FOR CONSTRUCTION OF THE FIBER INFRASTRUCTURE - IOWA CITY SOUTH PART 1 - DUCT INSTALLATION PROJECT. WHEA of has sub itted the lowest responsible bid of $for construction of the above-named project; nd WHEds for this project are available in the S. astewater Fiber Repair/Redundant Path 4722. NOW, THEREFO BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for th construction of the ab a -named project is hereby awarded to subject to the c dition that awardee secure adequate performance and payme bond, insurance rtificates, and contract compliance program statements. 2. The Mayor is hereby authorizeto si and the City Clerk to attest the contract for construction of the above-named ct, subject to the condition that awardee secure adequate performance and payment d, insurance certificates, and contract compliance program statements. 3. The City Engineer is authorized execute ch ge orders as they may become necessary in the construction of the above amed project. Passed and approved this day of 20 MAYOR Approved b ATTEST: CITY CLERK It was moved by adopted, and upon roll II there were: and seconded by AYES: NAYS: City Attorney's ABSENT: Botchway Dickens Dobyns Hayek Mims Payne Throgmorton be Prepared by: Trent Hansen, IT, 410 E. Washington St., Iowa City, IA 52240 (319)356-5433 RESOLUTION NO. 15-199 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT FOR CONSTRUCTION OF THE FIBER INFRASTRUCTURE - IOWA CITY SOUTH PART 1 - DUCT INSTALLATION PROJECT. WHEREAS, Slabach Construction of Kalona, Iowa, has submitted the lowest responsible bid of $184,968.00 for construction of the above-named project; and WHEREAS, the bid includes the base bid and Alternates #'s 1, 2 and 3; and WHEREAS, funds for this project are available in the S. Wastewater Fiber Repair/Redundant Path account # 14722. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the construction of the above-named project for the base bid plus Alternates #'s 1, 2 and 3 is hereby awarded to Slabach Construction, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 2. The Mayor is hereby authorized to sign and the City Clerk to attest the contract for construction of the above-named project, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 3. The City Engineer is authorized to execute change orders as they may become necessary in the construction of the above-named project. Passed and approved this 16th day of June , 2015. ATTEST: CITY tf RK Approved by City Attorney's Office It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Botchway X Dickens X Dobyns X Hayek X Mims X Payne X Throgmorton NOTICE TO BIDDERS E, 2015 HIGHLAND AVENUE WATER MAIN 1 REPLACEMENT PROJECT Sealed proposals will be received by the City Clerk of the City of Iowa City, Iowa, until 2:30 PM on the 9th of June, 2015. Sealed proposals will be opened immediately thereafter by the City Engineer or designee. Bids submitted by fax machine shall not be deemed a "sealed bid" for purposes of this Project. Proposals received after this deadline will be returned to the bidder unopened. Proposals will be acted upon by the City Council at a meeting to be held in the Emma J. Harvat Hall at 7:00 P.M. on the 16th day of June, 2015, or at special meeting called for that purpose. The Project will involve the following: Bore installation of 8" PVC water main; trench installation of 6" and 8" water main, valves, and fittings; removal and replacement of sidewalk, driveways, curb and gutter, and limited areas of street pavement; associated erosion control, traffic control, and other related items. All work is to be done in strict compliance with the plans and specifications prepared by Watersmith Engineering, of Muscatine, Iowa, which have heretofore been approved by the City Council, and are on file for public examination in the Office of the City Clerk. Each proposal shall be completed on a form furnished by the City and must be accompanied in a sealed envelope, separate from the one containing the proposal, by a bid bond executed by a corporation authorized to contract as a surety in the State of Iowa, in the sum of 10% of the bid. The bid security shall be made payable to the TREASURER OF THE CITY OF IOWA CITY, IOWA, and shall be forfeited to the City of Iowa City in the event the successful bidder fails to enter into a contract within ten (10) calendar days of the City Council's award of the contract and post bond satisfactory to the City ensuring the faithful performance of the contract and mainte- nance of said Project, if required, pursuant to the provisions of this notice and the other contract documents. Bid bonds of the lowest two or more bidders may be retained for a period of not to exceed fifteen (15) calendar days following award of the contract, or until rejection is made. Other bid bonds will be returned after the canvass and tabulation of bids is completed and reported to the City Council. The successful bidder will be required to furnish a bond in an amount equal to one hundred percent (100%) of the contract price, said bond to be issued by a responsible surety approved by the City, and shall guarantee the prompt payment of AF -1 all materials and labor, and also protect and save harmless the City from all claims and damages of any kind caused directly or indirectly by the operation of the contract, and shall also guarantee the maintenance of the improvement for a period of one (1) year(s) from and after its completion and formal acceptance by the City Council. The following limitations shall apply to this Project: Specified Completion Date (all work except seeding): August 1, 2015 Liquidated Damages (all work except seeding): $500.00 per day Specified Completion Date (seeding only): September 15, 2015. Liquidated Damages: $500.00 per day The plans, specifications and proposed contract documents may be examined at the office of the City Clerk. Copies of said plans and specifications and form of proposal blanks may be secured at the Engineering Division, City of Iowa City, 410 E Washington Street, Iowa City, IA 52240, 319-356- 5140, by bona fide bidders. A $25 refundable fee is required for each set of plans and specifications provided to bidders or other interested persons. The fee shall be in the form of a check, made payable to City of Iowa City. A refund will be issued if re -useable plans and specifications are returned to the City of Iowa City within 14 days of the project award date. Prospective bidders are advised that the City of Iowa City desires to employ minority contractors and subcontractors on City projects. A listing of minority contractors can be obtained from the Iowa Department of Inspections and Appeals at (515) 281-5796 and the Iowa Department of Transportation Contracts Office at (515) 239- 1422. Bidders shall list on the Form of Proposal the names of persons, firms, companies or other parties with whom the bidder intends to subcon- tract. This list shall include the type of work and approximate subcontract amount(s). The Contractor awarded the contract shall submit a list on the Form of Agreement of the proposed subcontractors, together with quantities, unit prices and extended dollar amounts. By virtue of statutory authority, preference must be given to products and provisions grown and coal produced within the State of Iowa, and to Iowa domestic labor, to the extent lawfully re- quired under Iowa Statutes. The Iowa reciprocal resident bidder preference law applies to this Project. The City reserves the right to reject any or all proposals, and also reserves the right to waive technicalities and irregularities. Published upon order of the City Council of Iowa City, Iowa. MARIAN K. KARR, CITY CLERK Prepared by: Dave Panos, 410 E. Washington St., Iowa City, IA 52240 (319)356-5145 RESOLUTION NO. 15-200 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT FOR CONSTRUCTION OF THE 2015 HIGHLAND AVENUE WATER MAIN REPLACEMENT PROJECT. WHEREAS, Volkens Excavating, Inc. of Dyersville, Iowa has submitted the lowest responsible bid of $183,829.00 for construction of the above-named project; and WHEREAS, funds for this project are available Highland Avenue from Marcy to Lukirk project account #W3299. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the construction of the above-named project is hereby awarded to Volkens Excavating, Inc. subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 2. The Mayor is hereby authorized to sign and the City Clerk to attest the contract for construction of the above-named project, subject to the condition that awardee secure adequate performance and payment bond, insurance certificates, and contract compliance program statements. 3. The City Engineer is authorized to execute change orders as they may become necessary in the construction of the above-named project. Passed and approved this 16th day of June , 20 15 MAYOR It was moved by Botchway and seconded by adopted, and upon roll call there were: AYES: X X X X X X NAYS: Approved by City Attorney's Office tp��d�:s Mims the Resolution be ABSENT: Botchway Dickens X Dobyns Hayek Mims Payne Throgmorton 3d(5) Prepared by: Jason Reichart, Special Projects Engineer, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319)356-5416 RESOLUTION NO. 15-201 RESOLUTION ACCEPTING THE WORK FOR THE 2015 DOWNTOWN SIDEWALK REPAIR PROJECT WHEREAS, the Engineering Division has recommended that the work for the 2015 Downtown Sidewalk Repair Project, as included in a contract between the City of Iowa City and JDM Concrete, LLC of Kalona, Iowa, dated March 20, 2015, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Engineer's office; and WHEREAS, funds for this project are available in the Central Business District Streetscape account # P3971; and WHEREAS, the final contract price is $24,260.98. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 16th day of June , 20_15 _. ATTEST: CITY K MAYOR Approved by ,z4 --, — City Attorney's Office It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: x x x x x x Pweng/masterslacptwork. doc 6/15 NAYS: ABSENT: Botchway Dickens x Dobyns Hayek Mims Payne Throgmorton I l i AAVMZS:q CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240-1826 (319) 356-5000 (319) 356-5009 FAX www.icgov.org ENGINEER'S REPORT June 8, 2015 City Council City of Iowa City, Iowa Re: 2015 Downtown Sidewalk Repair Project Dear City Council: I hereby certify that the 2015 Downtown Sidewalk Repair Project has been completed by JDM Concrete, LLC of Kalona, IA, in substantial accordance with the plans and specifications prepared by the City of Iowa City. The project was bid as a unit price contract and the final contract price is $24,260.98. 1 recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, Jason Havel, P.E. City Engineer =3d(6) 8101 Prepared by: Jason Reichart, Special Projects Engineer, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5416 RESOLUTION NO. 15-202 RESOLUTION ACCEPTING THE WORK FOR THE 2015 CLEARING AND GRUBBING PROJECT WHEREAS, the Engineering Division has recommended that the work for the 2015 Clearing And Grubbing Project, as included in a contract between the City of Iowa City and Neuzil and Son's , Inc. of Oxford, Iowa, dated March 10, 2015, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Engineer's office; and WHEREAS, funds for this project are available in the First Avenue RR Crossing account # S3871; and WHEREAS, the final contract price is $32,954.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 16th day of June 20 15 MAYOR Approved by ATTEST: CITY RK City Attorney's Office (c 1-1 /,s It was moved by Botchwav and seconded by trims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Botchway X Dickens X Dobyns X Hayek X Mims X Payne X Throgmorton Pweng/mastefs/acptwork. doc 6115 ENGINEER'S REPORT June 8, 2015 City Council City of Iowa City, Iowa Re: 2015 Clearing And Grubbing Project Dear City Council: I r i 7k :rlll +�wr�� CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240-1826 (319) 356-5000 (319) 356-5009 FAX www.icgov.org I hereby certify that the 2015 Clearing And Grubbing Project has been completed by Neuzil and Son's , Inc. of Oxford, Iowa, in substantial accordance with the plans and specifications prepared by the City of Iowa City. The project was bid as a unit price contract and the final contract price is $32,954.00. 1 recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, Jason Havel, P.E. City Engineer 06-16-15 3d(7) Prepared by: Jason Reichart, Special Projects Engineer, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5416 RESOLUTION NO 15-203 RESOLUTION ACCEPTING THE WORK FOR THE NORTH WASTE WATER PLANT TRICKLING FILTER MEDIA TRUCKING PROJECT WHEREAS, the Engineering Division has recommended that the work for the North Waste Water Plant Trickling Filter Media Trucking Project, as included in a contract between the City of Iowa City and Neuzil and Son's, Inc. of Oxford, Iowa, dated January 6, 2015, be accepted; and WHEREAS, the Engineer's Report and has been filed in the City Engineer's office; and WHEREAS, funds for this project are available in the North Wastewater Plant Demolition account # V3142; and WHEREAS, the final contract price is $104,520.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 16th day of June , 205_. ATTEST: - CITY RK MAYOR Approved by City Attorney's Office U 1 I I It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Botchway X Dickens X Dobyns X Hayek X Mims X Payne X Throgmorton Pweng/masters/acptwork.doc 6/15 ENGINEER'S REPORT June 8, 2015 City Council City of Iowa City, Iowa %71 tp CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240-1826 (319) 356-5000 (319) 356-5009 FAX www.icgov.org Re: North Waste Water Plant Trickling Filter Media Trucking Project Dear City Council: I hereby certify that the North Waste Water Plant Trickling Filter Media Trucking Project has been completed by Neuzil and Son's , Inc. of Oxford, Iowa, in substantial accordance with the plans and specifications prepared by the City of Iowa City. The final contract price is $104,520.00. 1 recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, ason Havel, P.E. City Engineer 06-16-15 sa(a) Date: June 9, 2015 CITY OF IOWA CITY MEMORANDUM To: Thomas Markus, City Manager From: Simon Andrew, Administrative Analyst Re: Fiscal Year 2015-2016 Community Event Funding Recommendation Introduction The City of Iowa City's Community Events and Programming budget has financially supported groups that have requested funding for various community events. This General Fund allocation is open to the public for applications every year. Organizations typically receive their grants starting in the new fiscal year. During most years, requested funding exceeds the available program budget. The review committee evaluates and scores the applications and makes an allocation recommendation to City Council. Two events submitted applications for fiscal year 2016; the program budget exceeds the amount requested on applications. Both events have been funded through this program in the past and are familiar to the review committee. Committee members felt comfortable recommending approval of the applications without the applicant interview and staff meeting process that is typically a part of the competitive evaluations. Committee members are as follows: Simon Andrew, Administrative Analyst Marian Karr, City Clerk Marcia Bollinger, Neighborhood Services Coordinator Cyndi Ambrose, Finance Department Administrative Secretary Nick Schaul, Budget/Management Analyst History/Background After the 2012-2013 fiscal year, Summer of the Arts funding was moved from the Community Event Funding process to the city sponsored event budget request line item. City sponsored event funding also includes the budget for the Fourth of July fireworks display. Both Summer of the Arts and the fireworks display are proposed to be funded in fiscal year 2015-2016 at the same level as previous fiscal years. Funding Requests for Requested Proposed Prior Year Community Events & Programs FY2016 FY2016 Funding 5th Annual Iowa City Area Juneteenth Celebration $2,000 $2,000 $1,000 Landlocked Film Festival $3,000 $3,000 $3,000 Recommendation The committee recommends approval of the proposed allocation with funding to be distributed after the beginning of the 2015-2016 fiscal year. Prepared by: Simon Andrew, Administrative Analyst, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5010 RESOLUTION NO. 15-204 RESOLUTION ALLOCATING THE COMMUNITY EVENTS AND PROGRAM FUNDING FOR THE FISCAL YEAR ENDING JUNE 30, 2016 WHEREAS, the annual budget for the fiscal year ending June 30, 2016 for Community Events and Program funding was set at $16,200; and WHEREAS, the City Council directed staff to review all applicants for community events funding and forward those recommendations to the City Council for review; and WHEREAS, requests for fiscal year 2016 totaled $5,000; and WHEREAS, the following table highlights the recommended dollar amounts and organizations to receive funding in fiscal year 2016: Funding Requests for Requested Proposed Prior Year Community Events & Programs FY2016 FY2016 Funding 5th Annual Iowa City Area Juneteenth Celebration $2,000 $2,000 $1,000 Landlocked Film Festival $3,000 $3,000 $3,000 NOW, THEREFORE, BE IT RESOLVED that the Iowa City City Council hereby approves the recommended allocations. Passed and approved this 16th day of June -'20 15 Approved by C City Attorney's Office Resolution No. 15-204 Page 2 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: MAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton 3d(9) Prepared by: Thomas H. Gelman, P.O. Box 2150, Iowa City, IA 52244 (319) 354-1104 RESOLUTION NO. 15-205 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND THE CITY CLERK TO ATTEST TO A PARTIAL RELEASE OF PARKING COVENANT ORIGINALLY IMPOSED ON 225 IOWA AVENUE, IOWA CITY, IOWA WHEREAS, Bruegger's Enterprises, Inc., ("Tenant") leases real estate located at 225 Iowa Ave., Iowa City, Iowa, which it has redeveloped; and WHEREAS, said real estate is owned by Net Lease Funding 2005 LP ("Owner"); and WHEREAS, the Board of Adjustment granted Owner and Tenant a special exception to allow certain parking requirements of the redevelopment to be satisfied by acquiring fourteen (14) parking permits for the Dubuque Street municipal parking facility, or in another municipal lot as determined by the Director of Parking and Transportation Services; and WHEREAS, a condition of this special exception was that the Owner place a parking covenant on the property, which covenant cannot be released without the City's consent; and WHEREAS, a Parking Covenant was placed on the property by instrument dated October 17, 2012, and recorded in Book 5008, Pages 867-872 of the Records of Johnson County, Iowa ("Parking Covenant"); and WHEREAS, not all of the real estate upon which the Parking Covenant was placed Was ultimately redeveloped by Tenant or Owner; and WHEREAS, the South 17' of the property, now known as Auditor's Parcel 2014046 according to the Survey Plat thereof recorded in Book 58, Page 271, of the Records of Johnson County, Iowa, was left vacant and is now under contract for sale to Kevin Monson, the owner of the adjacent property known as 7 South Linn Street, Iowa City; and WHEREAS, there is no longer any purpose served in having the Parking Covenant imposed on Auditor's Parcel 2014046; and WHEREAS, the City's consent is required for a release (in this case, a Partial Release) of the Parking Covenant; Resolution No. 15-205 Page 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Mayor is hereby authorized to execute and the City Clerk to attest the attached Partial Release of Parking Covenant. 2. The City Clerk is hereby directed to certify a copy of this Resolution and record it and the attached Partial Release of Parking Covenant in the office of the Johnson County Recorder at Kevin Monson's expense. Passed and approved this 16 th day of June , 2015. ATTEST: CITY tTtRK Ap roved by City Attorney's Office Resolution No. Page 3 15-205 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: Mims the x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton Prepamb . Thomas K Gelman, Phelan T ucka Law Firm, P.O. Box 2150, Iowa City, Iowa 52244-2150,(319) 354-1104 jet 1O; Thomas H. Gelman, Phelan TVcker Law Firm, P.O. Box 2150, Iowa City, Iowa 5n44-2150,(319) 354-1104 PARTIAL RELEASE OF PARKING COVENANT WHEREAS, Net Lease Funding 2005, LP ("Owner") owns real estate locally known as 225 Iowa Avenue, Iowa City, Iowa and legally described as follows: The East 15 feet of the North 86 feet of Lot 7 and the West 35 feet of the North 86 feet of Lot 8, Block 66, Iowa City, Iowa, according to the recorded plat thereof. ("Original Property"); and WHEREAS, in connection with Owner and/or its Tenant's post -fire redevelopment of the Original Property the City of Iowa City required a Parking Covenant, which document is dated October 17, 2012 and was recorded on November 16, 2012 in Book 5008, Pages 867-872, of the Records of Johnson County, Iowa ("Parking Covenant"); and WHEREAS, Owner and/or its Tenants did not re -develop the south 17 feet of the Original Property, which south 17 feet is now known as Auditor's Parcel 2014046 according to the Survey Plat thereof recorded in Book 58, Page 271, of the Records of Johnson County, Iowa; and WHEREAS, the Parking Covenant no longer has any applicability to Auditor's Parcel 2014046 and such Auditor's Parcel is likely to be developed in connection with the adjacent real estate locally known as 7 South Linn Street, Iowa City, Iowa; and WHEREAS, the Owner and Tenant wish to release the Parking Covenant as it relates to Auditor's Parcel 2014046 but any release of the Parking Covenant must be consented to by the City of Iowa City. NOW, THEREFORE, the Owner, the Tenant, and the City of Iowa City hereby partially release the Parking Covenant as follows: 1. Auditor's Parcel 2014046 according to the Survey Plat thereof recorded in Book 58, Page 271, of the Records of Johnson County, Iowa, is hereby released from any and all provisions of the Parking Covenant. 2. The Parking Covenant shall remain in full force and effect for the Original Property, excluding Auditor's Parcel 2014046, which remaining property is now known as Auditor's Parcel 2014049 according to the Plat of Survey thereof recorded on May 29, 2014 in Book 58 at Page 279 of the Records of Johnson County, Iowa. Dated as of thea? day of 2015 OWNER: Net Lease Funding 2005, LP, a Delaware limited partnership By: ARCP Net Lease Funding 2005 GP, LLC, a Delaware limited liability company, its general partner By: ARC Properties Operating Partnership, L.P., its sole member By:-�''----� To --Weiss Authorized Signatory STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) On ;&k -wt 2015, before me, the undersigned, a Notary Public in and for said State, personally appeared Todd J. Weiss, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument, the individual, or the company upon be f of which the individual acted, executed the instrument. Witness myfieiid and)official spal. Notary Public OEM FATN Notary Pubk - Adsom Mageops County / • My Comm. Egfts Aug 9, 2015 My Commission Expires: ' t TENANT: BRUEGGER'S ENTERPRISES, INC. By: Name: Its: et STATE OF�H LL 45 COUNTY OF SS. A 4,'D..-- r.A. is day of _Joil e. 2015, personally appeared F' duly authorized agent of Bruegger's Enterprises, Inc. and d;;he acknowledged this instrument, by(EB?hier sealed and subscribed, to bqVAer free act and deed and the free act and deed of Bruegger's Enterprises, Inc. Before me: Notary Public My Commission Expires: "'rav��• SRENDAS. G L 0 S S U P f .Notary Public, State of Texas ,a�Oq My Commission Expires 09/30/2016 CITY OF IOWA CITY, IOWA By: Matthew J. Hayek, r By: MariK. Karr, City Clerk STATE OF IOWA COUNTY OF JOHNSON, SS. At 410 E. Washington Street, Iowa City, Iowa, this V, day of Ltd --e- ,201', before me, the undersigned, a Notary Public in and for said County and State, personally appeared Matthew J. Hayek and Marian K. Karr, to me personally known, who being by me duly sworn did say that they are the Mayor and City Clerk, respectively, of said municipal corporation executing the within and foregoing instrument; that the seal affixed hereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of City Council of said municipal corporation; and that the said Matthew J. Hayek and Marian K. Karr acknowledged the execution of said instrument to be the voluntary act and deed of said municipal corporation, by and by them voluntarily executed Before me: Notary Public in and for the State of Iowa My Commission Expires: ; 4µA1 S KELLIE K. TUTTLE ommis ;an Number 221819 My Co miss' n Expires Date: June 10, 2015 CITY OF IOWA CITY3a���� MEMORANDUM To: Tom Markus, City Manager From: Chris O'Brien, Director of Transportation Services Re: Assignment of recycling services contract. Introduction: At the June 16, 2015 City Council meeting, consideration will be given to a resolution approving a proposed assignment of a recycling services contract to Republic Services of Iowa L.L.C. History/background: The City of Iowa City entered into a contract for recycling processing services in July of 2014 with City Carton Company, Inc. This was approved by City Council on June 30, 2014. Following approval of the contract, Republic Services of Iowa L.L.C. acquired City Carton Company, Inc. on January 17, 2015. Discussion of Solution: The acquisition of City Carton Company, Inc. by Republic Services of Iowa, L.L.C. has resulted in a need to assign the contract for recycling service to Republic Services of Iowa, L.L.C. It is the wish of City Carton to assign its rights and obligations under this contract to Republic Services and the desire of Republic Services to assume these rights and obligations. Financial Impact: Republic Services of Iowa, L.L.C. will be held responsible for the current terms of the contract between the City of Iowa City and City Carton Company, Inc. Recommendation: The City has reviewed the assignment and finds that it is in the public interest to assign the recycling processing services contract agreement to Republic Services of Iowa, L.L.C. Prepared by: Chris O'Brien, Transportation Services, 410 E. Washington St., Iowa City, IA 52240 (319)356-5156 RESOLUTION NO. 15-206 RESOLUTION AUTHORIZING ASSIGNMENT OF CONTRACT WITH CITY CARTON COMPANY, INC. TO REPUBLIC SERVICES FOR RECYCLING PROCESSING SERVICES FOR THE CITY OF IOWA CITY WHEREAS, The City entered into an agreement with City Carton Company, Inc. for recycling processing services on June 30, 2014; and WHEREAS, effective January 17, 2015, Republic Services of Iowa, L.L.C., acquired City Carton Company, Inc.; and WHEREAS, City Carton now wishes to assign its rights and obligations of the Contract to Republic Services; and WHEREAS, Republic Services now wishes to assume the rights and obligations of the Contract; and WHEREAS, this assignment should have no financial impact on operations; and WHEREAS, the City has reviewed this assignment request and finds it is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. Approval for the assignment of the recycling services contract with the City of Iowa City currently held by City Carton Company, Inc. to Republic Services of Iowa L.L.C., is hereby approved. 2. The City Manager, or designee, is authorized to manage the subject contract. Passed and approved this 16th day of _ ATTEST: i��/ ) CITY CLERK June —,20 15 Approved by City Attorney's Office G Ao6- Resolution leo. 15-206 ]Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: Mims the AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton 3d(12) Prepared by: John Yapp, Development Services Coordinator, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5252 (SUB15-00010) RESOLUTION NO. 15-207 RESOLUTION APPROVING FINAL PLAT OF WILD PRAIRIE ESTATES PART 6, IOWA CITY, IOWA. WHEREAS, the owner, Kevin Hochstedler, filed with the City Clerk the final plat of Wild Prairie Estates Part 6, Iowa City, Iowa, Johnson County, Iowa; and WHEREAS, said subdivision is located on the following -described real estate in Iowa City, Johnson County, Iowa, to wit: Outlot "A" of Wild Prairie Estates, Part Five, to Iowa City, Johnson County, Iowa, in accordance with the Plat thereof Recorded in Plat Book 47, at Page 187, of the Records of the Johnson County Recorders Office. Said Outlot "A" contains 2.26 acres, and is subject to easements and restrictions of record. WHEREAS, the Department of Neighborhood and Development Services and the Public Works Department examined the proposed final plat and subdivision, and recommended approval; and WHEREAS, a dedication has been made to the public, and the subdivision has been made with the free consent and in accordance with the desires of the owners and proprietors; and WHEREAS, said final plat and subdivision are found to conform with Chapter 354, Code of Iowa (2015) and all other state and local requirements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The said final plat and subdivision located on the above-described real estate be and the same are hereby approved. 2. The City accepts the dedication of the streets and easements as provided by law and specifically sets aside portions of the dedicated land, namely streets, as not being open for public access at the time of recording for public safety reasons. 3. The Mayor and City Clerk of the City of Iowa City, Iowa, are hereby authorized and directed, upon approval by the City Attorney, to execute all legal documents relating to said subdivision, and to certify a copy of this resolution, which shall be affixed to the final plat after passage and approval by law. The City Clerk shall record the legal documents and the plat at the office of the County Recorder of Johnson County, Iowa at the expense of the owner/subdivider. Resolution No. 15-207 Page 2 Passed and approved this 16th day of June , 20 15 MAYOR r Approved by ATTEST:%AKg�x% CITY RK City Attorney's Office Sh ��rs" It was moved by Botchway and seconded by adopted, and upon roll call there were: AYES: x X Ni pcd/templates/Final Plal- Resolution Wild Prairie 6.doc.doc ABSENT: K4 Mims Botchway Dickens Dobyns Hayek Mims Payne Throgmorton the Resolution be 1 To: City Council Item: SUB15-00010 GENERAL INFORMATION: Applicant: Contact Person: Requested Action: Purpose: Location: Size: Existing Land Use and Zoning: Surrounding Land Use and Zoning: Comprehensive Plan: File Date: 60 Day Limitation Period: BACKGROUND INFORMATION: STAFF REPORT Prepared by: John Yapp Date: May 25, 2015 Kevin Hochstedler 1048 Wild Prairie Drive Iowa City, IA 52246 Same Final Plat Approval To allow an outlot to be improved and designated as a development lot for a single family house North end of Wild Prairie Drive 2.26 acres Vacant, RS -5 North: Open space, agriculture, ID -RS South: Residential, RS -5 East: Park, P West: Residential, RS -5 Southwest District Plan May 12, 2015 July 11, 2015 The applicant, Kevin Hochstedler, is requested a final plat of Wild Prairie Estates Part 6, a 1 -lot, 2.26 -acre subdivision. Wild Prairie Estates Part 5 was approved in 2004. Wild Prairie Estates Part 6 consists of changing the designation of Outlot A from Wild Prairie Estates Part 5 from an outlot to a development lot, and installing a street extension and utility infrastructure to allow the property to be developed for one single family house. ANALYSIS: Outlot A from Wild Prairie Estates Part 5 is identified as an Outlot for Future Development. It was not identified as a development lot due to the lack of infrastructure to support development of the lot. The applicant for Wild Prairie estates Part 6 has proposed to construct necessary street and utility infrastructure to allow the lot to be developed. The proposed subdivision would identify the lot as Lot 1 of Wild Prairie Estates Part 6. 2 In addition to constructing necessary infrastructure for the lot to be developed, the applicant has agreed to extend right-of-way to the north property line. This right of way will allow for a future extension of Wild Prairie Drive if and when the property to the north is proposed for development. At this time, the property to the north is owned by Johnson County, is used for agriculture, and is identified as open space on the Johnson County Poor Farm Plan. Neighborhood Open Space: Neighborhood Open space requirements were fulfilled with the Wild Prairie Part 5 subdivision. Infrastructure Fees: A water main extension fee of $415 per acres is required. The applicant has agreed to pay fees in lieu of utility infrastructure extensions to the north property line, north of what is necessary for the proposed single family house. STAFF RECOMMENDATION: Staff recommends approval of SUB15-00010, the final plat of Wild Prairie Estates Part 6, a 1 -lot, 2.26 acre subdivision located at the north end of Wild Prairie Drive, subject to approval of legal papers and construction plans by the City Attorney and City Engineer. ATTACHMENTS: 1. Location Map 06 2. Final plat .-I Approved by: Doug Boothroy, Pirector Department of N ighborhood and Develop nt Services i PCD\Staff Reports\wild prairie estates part 6 staff report.docx 'N T x CL E W �P m , � y C C w Oo O .N u 0 f6 o a 7 J ` CO N CL f6 a C m N O � (D N � " N 3flORIlaVd w ca N U a ` N O m o 0� 1S A3llVA 1NVSV3 i ddN W W w -- U Y �U �O O 3 3 ni \� P `o v a � m -m m _ c 0 m • c m w CL N I 5- M 5 �w �ƒ R §_) roof ) w d � r}« §(§8\ U§k §\§\ § � k3?,tS/ w! R . w o ;@u U)�� bm> W -O !)a-. < ��� §)/$A ƒIke <u2 5u31\ � �k0§2?�( co U) Z W 0z ££w■§ o < co lz w(0 & § �/ dw � Up § �§< £ l�� 0-§R §)\k \ �L)C/ u/ �� CLCL ) k§ | E®EE §}§�§ k�\}§ \k § m2gi w d O /!z §\§\ ■��AKaa7/�/ / J � § §§ - ©- n ƒIke (\ \ 4| k 7 -j � � o < co & § § ~ �§ o �7 § | §�S)��71§U) f /b$32LL— g— m _,7*49 , 217.08' Aw _ O /!z ■��AKaa7/�/ / - ©- n -1 17,/ Prepared by John Yapp, Dev. Srvcs. Coor. 410 E. Washington St, Iowa City, IA 52240; 319-356-5252 (SUB11-00007) RESOLUTION NO. 15-208 RESOLUTION EXTENDING THE TERM FOR A PRELIMINARY PLAT OF STONE BRIDGE ESTATES, PART 10, IOWA CITY, IOWA. WHEREAS, a preliminary plat for Stone Bridge Estates, Part 10, was approved by the City Council in July 2011; and WHEREAS, the Subdivision Regulations specify that approval of a preliminary plat shall be effective for 24 months unless, upon request of the owner or subdivider, the City Council grants an extension; and WHEREAS, the owner, Arlington LC, received a 24 -month extension in July 2013 and has submitted a letter requesting an additional extension of the term; and WHEREAS, the preliminary plat conforms with all of the current requirements of the City Ordinances of the City of Iowa City, Iowa. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: 1. The term for .the preliminary plat of Stone Bridge Estates, Part 10, Iowa City, Iowa, is hereby extended for an additional 24 months. 2. The Mayor and City Clerk of the City of Iowa City, Iowa are hereby authorized and directed to certify this resolution, which shall be affixed to the plat after passage and approval by law. Passed and approved this 16 day of June-, 2015. App ved by ATTEST: _ CITY ERK dity Attorn 's Office 611 /16— It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: X Botchway X Dickens X Dobyns X Hayek X Mims X Payne X Throgmorton s\pcd\prel im i nary plat - extension resolution.doc I 3d 13l CITY 4F IOWA CITY mot MEMORANDUM Date: June 11, 2015 To: Tom Markus, City Manager From: John Yapp, Development Services Coordinator-ry 7e__ Re: Request for 24 month extension of preliminary plat for Stone Bridge Estates Part 10 Introduction: The City Subdivision Regulations specify that preliminary plat approval is effective for 24 months unless the City Council, by resolution, grants an extension of time. This intent of this time period is to account for any significant changes in Comprehensive Plan guidance or subdivision regulations that would affect the design of the subdivision. History/Background: The Stone Bridge Estates Part 10 Preliminary Plat and Sensitive Areas Development Plan was approved in 2011. In July, 2013 the owner, Arlington LC, requested and received a 24 -month extension. The owner is requesting another 24 -month extension. The subdivision consists of 27 single family lots on approximately 8.06 acres. Stone Bridge Estates Part 10 is designed as a part of the larger Stone Bridge Estates neighborhood. The subdivision is designed with street connectivity to the north, south, east and west to be integrated with the surrounding street network. A cul-de-sac of Huntington Drive is located on the north end of the subdivision due to a pre-existing residential lot to the north; this cul-de-sac is designed to be removed if/when the property to the north redevelops and allow for Huntington Drive to be extended to the north. A stream corridor exists along the west border of the subdivision, which is what triggered the Sensitive Areas Development Plan review. Appropriate buffers, as well as an 8 -foot trail, are shown along the stream corridor. Taft Avenue, an arterial street, borders the east side of the subdivision. The subdivision design includes a landscaped buffer between rear yards and the Taft Avenue right-of-way. The project continues to be consistent with the Northeast District Plan and subdivision regulations. The 2011 staff report for this project is attached for reference. Recommendation: Staff recommends approval of a resolution granting an extension of 24 months for the approval of the Preliminary Plat of Stone Bridge Estates Part 10. Arlington Development, Inc. 1486 South First Ave., Unit A Iowa City, IA 52240 (319)338-0153 June 10, 2015 Marian Karr City Clerk City of Iowa City 410 East Washington St. Iowa City, IA 52240 Re: Preliminary Plat Stone Bridge Estates, Part 10 Request for Extension Dear Marian: Arlington Development respectfully requests an extension for the Preliminary Plat for Stone Bridge Estates, part 10. Sincerely, ohn Moreland Arlington Development, Inc. STAFF REPORT COPY To: Planning & Zoning Commission Prepared by: Sarah Walz, Associate Planner Item: SUB11-00007 Date: July 7, 2011 GENERAL INFORMATION: Applicant: Contact Person: Requested Action: Purpose: Location: Size: Existing Land Use and Zoning: Surrounding Land Use and Zoning: Comprehensive Plan: Neighborhood Open Space District: File Date: 45 Day Limitation Period: SPECIAL INFORMATION: Public Utilities: Public Services: Arlington LC 1486 South 1" Avenue, Unit A Iowa City, IA 52240 John Moreland 319-338-8282 Preliminary Plat for Stonebridge Estates, Part 10 To allow the development of a 27 -lot subdivision Along an extension of Huntington Drive, north of Court Street and west of Taft Avenue 8.06 acres Undeveloped, Medium Density, single-family (RS -8) zone North:Single-family residential (County -R) South: Residential (RM -12) East: Agricultural (County -Ag) West: Undeveloped (OPD -5) Single-family residential Lower West Branch May 10, 2011 July 25, 2011 Sanitary Sewer can be extended from neighboring subdivisions on the west and south. The City will provide Police and Fire protection, and refuse and recycling collection services. The nearest transit route is the Eastside Express with a stop along Ashford Place approximately 1,300 feet from the subdivision. F BACKGROUND INFORMATION: The subject property is located east of the Stone Bridge Estates, Parts 6-9, between the south branch of Ralston Creek and Taft Avenue. At this time Taft Avenue is an unimproved, chip seal road, however in the future it will serve as an arterial street that will carry truck traffic to and from the expanded industrial zone to the south. A single-family home is established on the property to the north; an RM -12 multi -family development is located to the south along Huntington Drive. The proposed preliminary plat will allow the development of 27 single-family lots, located along an extension of Huntington Drive ending in a cul-de-sac. East -west access to the subdivision will be provided from Thames Drive, which will connect Taft Avenue to Colchester Drive. Colchester and Huntington Drives both provide access south to Court Street. In 2009, the property was rezoned from Interim Development Single Family Residential (ID -RS) to Medium Density Single Family Residential (RS -8). The conditional zoning agreement for the property requires the following: a.The developer must grant the City necessary temporary construction easements, as determined by the City, at no expense to the City, for the improvement of Taft Avenue; b.The developer shall contribute 12.5% of the cost of upgrading that portion of the adjacent portion of Taft Avenue to City standards; c. Lots adjacent to Taft Avenue be a minimum of 140 feet in depth; d. A minimum of 50% of the required landscaping along Taft Avenue must be comprised of evergreen plantings and must comply with a landscaping plan submitted at the time of the rezoning. The applicant has indicated that they have chosen not to use the "Good Neighbor Policy" and have not had discussions with neighboring property owners since the rezoning in 2009. ANALYSIS: Compliance with Comprehensive Plan: The Northeast District Plan shows the area north of Thames Drive as appropriate for large -lot, single-family housing. The concept plan illustrated large lots, with access provided along a rear alley running parallel to the creek. The concept for smaller lots as depicted on the proposed plat was approved with the RS -8 re -zoning based on adequate space being provided for substantial landscaping to buffer the double -fronting lots from traffic on Taft Avenue. The proposed lots that front onto Taft meet the minimum 140 -foot lot depth that was a condition of the RS -8 rezoning, providing space for a required 40 -foot setback and a substantial landscape screen to be installed by the developer. The Northeast District Plan also provides some guidance regarding the preservation of open space along the creek, stating "the plan depicts single -loaded streets adjacent to the Ralston Creek stream corridor to be open to the entire neighborhood, not just available to a small percentage of the residents whose private back yards might otherwise back onto the waterway." Both the west and east sides of Ralston Creek were platted as part of Stone Bridge Parts 6-9. The stream corridor and the required stream buffers will be set aside as part of a system of contiguous outlots that will include trails to be constructed by the developer. A public access easement will allow community access to the trail system. Compatibility with neighborhood: In staff's view, the proposed subdivision provides an appropriate transition between the multi -family development south of Thames Drive (Windsor Ridge Part 21) and r 3 the large -lot, single-family development located west of the creek. The proposed subdivision shows Huntington Drive ending in a cul-de-sac that angles to the east at Outlot A. This outlot reserves land for potential future development. In the event that the single-family property to the north should re -develop, the cul-de-sac could be removed, allowing Huntington to extend further to the north—Outlot A could be subdivided and developed at that time. Staff believes this open space is an appropriate transition to the single-family property to the north. Environmentally Sensitive Areas: As stated previously, Ralston Creek and its required stream buffers were platted as part of Stone Bridge Estates part 6-9, however the plat for Part 10 does show a narrow strip of the required stream buffer, labeled as Outlot B, along the edge of west of lots 8-14. This area is designated to be managed by the homeowners association. The proposed outlot is quite narrow, and, taken on its own, would not seem to provide any benefit or use to the homeowners association. Nonetheless, the stream corridor buffer it is intended to provide an ecologically sound transition to the creek in terms of erosion control and stormwater filtration. Without some way of distinguishing theoutlot from the private lots that abut it, over time this area is likely to become confused with individual private properties. Staff recommends the area labeled as Outlot B of Part 10 be incorporated into Outlot C of Part 8 and that all the contiguous outlots along the creek and the trail system be maintained by a single homeowners association that encompasses all properties in the Stone Bridge Development. Plans to address the long-term maintenance of these areas should be addressed at the time of final plat review. Access and street design: Access to the development will be provided along an extension of Huntington Drive. Thames Drive will provide east -west access —connecting Taft Avenue to Colchester Drive. However, whether Thames Drive can be connected to Taft Avenue as it is currently constructed (prior to improving Taft)—this will depend on the grades of the two roads. The portion of Thames Avenue that crosses the creek was included in the preliminary plat for Stone Bridge, Part 7. The applicant has indicated his preference to build this section of the road with Part 10 and has thus included the area in the proposed plat. Staff believes this is appropriate as the crossing provides no real use until such time as it can be connected with Huntington and Taft. Therefore this portion of Thames Drive should be not be included in the final plat of Part 7. Section 15 -3E -2K of the subdivision code states that "At the discretion of the City, subdivisions may be approved that access existing public streets that do not meet City standards, provided the subdivider contributes toward the future construction cost of bringing the segment of the subject public street that abuts the subject property to City standards." As stated above, Taft Avenue is currently an unimproved chip seal road, but is planned as a future arterial street. Therefore the subdivider of Stone Bridge Part 10 is subject to the arterial street costs (12.5% of total construction cost) at the time of final plat. This information must be included in the legal papers for the subdivision. The required minimum 40 -foot building setback is shown along Taft Avenue. Within this setback a 20 - foot landscaped buffer is required. No fences are allowed in the 20 -foot buffer area; this prohibition must be made explicit in the subdivision papers. The landscape plan that was approved at the time of rezoning is indicated on the plat. Staff recommends that funds to create the landscape buffer be set aside by the developer prior to building permits being issued for the lots. The buffer will then be installed after Taft Avenue is rebuilt. To provide for the future improvement of Taft Avenue, the applicant is also required to dedicate space for right-of-way and construction easements. These issues should be addressed in the legal papers for the final plat. On the west side of the creek, Thames Drive will include an 8 -foot sidewalk on the south side of the street 4 to provide an adequate trail connection to the future creekside trail system. Staff recommends that the 8 - foot sidewalk be continued east to Taft Avenue as part of the subdivision. Neighborhood parkland or fees in lieu of: Based on the open space formula in section 14-5K-3, the subdivider is required to dedicate 13,238 square feet of land (approximately 1/3 acre) or fees in lieu of. Fees in lieu of dedication would be appropriate given the lack of suitable operi space on this property. Such fees could contribute to the development of a public park on open spaced to be dedicated from parts 6-9 of Stone Bridge Estates. Storm water management: The applicant will provide infrastructure to convey the storm water to the creek, which carries the 100 -year storm run-off to the public storm water management facility—Scott Park Detention Areas on the south branch of the Ralston Creek. No separate storm water management facility on the property is required. Sanitary Sewer Easement: The proposed plat shows a sanitary sewer easement at the southwest corner of lot.1. This alignment does not match up with a sanitary sewer easement shown in Stonebridge Estates Part 5-9, which ran north -south along the rear property lines of lots located south of Thames Drives (lots 1-6). Infrastructure fees: When this property is final platted the applicant/owner will be required to pay tap on fees for water main water main extension at a rate of $395 per acre. No fees for sanitary sewer are required. As noted above, fees will also be collected for the improvement of Taft Avenue (12.5 % of the cost of reconstruction). Mailbox Clusters: The mailbox clusters that serve the subdivision are currently located within the Thames Drive right-of-way and the stream corridor buffer. Mailbox clusters are usually located within an outlot. In this instance, the outlot adjacent to this portion of Thames is not part of the subject subdivision. Staff recommends moving the clusters into the required setbacks of lots 6 and 7 along Thames Drive. STAFF RECOMMENDATION: Staff recommends deferral for SUB11-00007, a preliminary plat and sensitive areas development plan for Stone Bridge Estates Part 10, pending resolution of the discrepancies noted below. Upon resolution of these discrepancies, staff recommends approval. Issues related to the designation and management of the contiguous outlots along the creek will need to be addressed at the time of final plat review. DEFFICIENCIES & DISCREPENCIES Staff has noted the following discrepancies on the submitted plat: The mailbox clusters to serve the subdivision clusters are currently located within the Thames Drive right- of-way and within the stream corridor buffer. Staff recommends moving the clusters into the required setbacks of lots 6 and 7 along Thames Drive. A sanitary sewer easement shown at the southwest corner of lot 1 alignment does not align with the easement shown in Stonebridge Estates Part 5-9. l� 5 ( ATTACHMENTS: I. Location Map 2. Plan or plat Approved by: Robert Miklo, Senior Planner, Department of Planning and Community Development s a o } wF,~� o bry � a FE 2 EQIIF0LLI OH U0 O t nwao°3 i� d 3 t IIII; #aaaaa••»a.o! g r I 1 1 BiQ FsSll Iii �aaaaa=.p-n..i L.f - - =--- b - - -- -- -- --- .. _ � �.J • '-•---• - --- II - i -- - -- 11• �' - - =--- - - -- -- -- --- .. _ • '-•---• - --- II - i -- - -- 11• �' CITY OF IOWA CITY MEMORANDUM TO: Mayor, City Council, General Public FROM: City Clerk RE: June 16 Agenda Additions CONSENT CALENDAR Council Actions: ITEM 3a (4) June 8, Special Formal & Complete Kiesoiutions: ____1 ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL — RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AMENDMENT TO THE AUGUST 21, 2012 AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND AECOM TECHNICAL SERVICES OF WATERLOO, IA FOR THE DUBUQUE STREET / 1-80 PEDESTRIAN BRIDGE PROJECT. Comment: A contract was previously entered into with AECOM to prepare preliminary and final design documents for the construction of the Dubuque Street/1- 80 Pedestrian Bridge and Recreation Trail Project. It has become necessary to amend the original contract to provide construction services required for shop drawing review and approval, on-call assistance during construction, and 3D electronic files for machine control grading. The negotiated amount for the additional work is $9,900 with a revised maximum amount payable of $248,400. T*a&wiil be funded with General Obligation bond proceeds. ITEM 3d(15) CHURCHILL MEADOWS — RESOLUTION—AFPRDVFRG FINAL PLAT OF CHURCHILL MEADOWS, IOWA CITY, IOWA (SUB15-00002) Comment: A preliminary plat of Churchill Meadows was approved on January 6, 2015. Staff recommends approval of the final plat subject to approval of legal papers and construction drawings by the City Attorney and City Engineer. It is anticipated that legal papers and construction drawings will be approved prior to the June 16 Council meeting. Approval will allow the development of Churchill Meadows, a 96 -lot, 37.46 -acre residential subdivision located on Herbert Hoover Highway. ITEM 3d(16) AGREEMENT WITH JOHNSON COUNTY RE: HERBERT HOOVER HIGHWAY IMPROVEMENTS — RESOLUTION APPROVING A 28E PROJECT AGREEMENT BETWEEN JOHNSON COUNTY, IOWA AND THE CITY OF IOWA CITY, IOWA FOR IMPROVEMENTS TO A PORTION OF HERBERT HOOVER HIGHWAY FOR THE CHURCHILL MEADOWS SUBDIVISION Comment: Herbert Hoover Highway is County right-of-way. This agreement authorizes the City to construct improvements within this right-of-way at no expense to the County in conjunction with the Churchill Meadows subdivision. The City anticipates the developer will perform the installation of any necessary City utilities for service to the subdivision, which may include a sidewalk. 1 Prepared by: Melissa Clow, Special Projects Administrator, 410 E. Washington St., Iowa City, IA 52240; (319) 356-5413 RESOLUTION NO. 15-209 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AMENDMENT TO THE AUGUST 21, 2012 AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND AECOM OF WATERLOO, IA TO PROVIDE ENGINEERING CONSULTANT SERVICES FOR THE DUBUQUE STREET/1-80 PEDESTRIAN BRIDGE PROJECT. WHEREAS, the City of Iowa City desires to provide connectivity of the Iowa River Trail along Dubuque Street from Foster Road north to the Butler Bridge over the Iowa River; and WHEREAS, the City retained services of AECOM of Waterloo, IA to prepare preliminary and final design documents for the construction of the Dubuque Street / 1-80 Pedestrian Bridge Project in accordance with state and federal regulations pursuant to a Consultant Agreement dated August 21, 2012; and WHEREAS, it has become necessary to amend the original contract due to construction services required to provide shop drawing review and approval, on-call assistance during construction, and 3D electronic files for machine control grading; and WHEREAS, the City of Iowa City has negotiated an amendment to the August 21, 2012 Agreement for said consulting services with AECOM Technical Services, Inc.; and WHEREAS, it is in the public interest to enter into said Consultant Agreement amendment with AECOM Technical Services, Inc.; and WHEREAS, funds for this project are available in the Dubuque Street / 1-80 Pedestrian Bridge Account #S3930; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Amendment to the Consultant Agreement attached hereto is in the public interest, and is approved as to form and content. 2. The Mayor and City Clerk are hereby authorized and directed to execute the attached Amendment to the Consultant Agreement. Passed and approved this 16th day of .lune 20_L5__. MAYOR 11rov ed by ATTEST: 'l! CITY`E-LERK ' City Attorney's Office Pwenglmastersldesignagt. doc Resolution No. 15-209 ]Page 2 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: DAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton !'Com AECOM 319-232-01 tel �+ 501 Sycamore Street 319-232-027271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com CITY OF IOWA CITY DUBUQUE STREET RECREATIONAL TRAIL AND PEDESTRIAN BRIDGE CONSULTANT AMENDMENT NO.2 TO THE AUGUST 21, 2012, AGREEMENT WHEREAS, a Consultant Agreement was entered into between the City of Iowa City, Iowa (Client), and AECOM Technical Services, Inc. (ATS) of Waterloo, Iowa, dated August 21, 2012, to prepare preliminary and final design documents for the construction of the Dubuque Street/1-80 pedestrian bridge and trail extension project; and WHEREAS, this project includes the construction of a recreational trail and pedestrian bridge along Dubuque Street from Foster Road to the Butler Bridge over the Iowa River. The project includes the construction of 5,800 feet of recreational trail and the construction of an approximately 270 -foot long PPCB bridge. It is anticipated that the project will include modifications to the future signals of the Dubuque Street/1-80 interchange; and WHEREAS, the Client and ATS amended the August 21, 2012, consultant Agreement on December 16, 2014, to include additional survey in the area of the south part of the 1-80 interchange described by the station range Station 24+50 to Station 34+00; and WHEREAS, the Client and ATS now desire to enter into Amendment No. 2 to the August 21, 2012, consultant Agreement to include shop drawing review, on-call assistance during construction, and machine control grading electronic files. NOW THEREFORE, it is mutually agreed to amend the original Consultant Agreement as follows: Scope of Services The scope of services for Amendment No. 2 includes shop drawing review, on-call assistance during construction, and machine control grading electronic files and are detailed in the following tasks: Shop Drawina Review. This task includes the review of shop drawings for the pedestrian bridge that will be submitted by the contractor for review. The following shop drawing reviews are anticipated: • Temporary Shoring Drawings and Calculations • Segmental Block Wall Drawings and Calculations • Bridge Steel Fabrication • Concrete Texture Formliner • Ornamental Railing • Traffic Control Cabinets and Signals • Bridge Lighting On -Call Assistance During Construction. This task includes answering questions during construction regarding the design that may come up. This task includes 20 hours of assistance throughout construction and will be utilized as needed. Machine Control Grading Electronic Files. This task includes the preparation of 3D files for machine control grading that will be utilized by the contractor during the grading of shared -use path. The model will include the shaping around the bridge berms. AC0M Page 2 II. Compensation Compensation for the above additional services will be on an hourly basis in accordance with Part IV of the original agreement. Total compensation for the above-described additional services is an estimated fee which shall not exceed Nine Thousand Nine Hundred Dollars ($9,900.00) and is to be segregated from the fees in the original agreement and Amendment No. 1. III. In all other respects, the obligations of the Client and ATS shall remain as specified in the Professional Services Agreement dated August 21, 2012. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the dates shown below: CITY OF IOWA CITY, IOWA By: Date June 16, 2015 Mathew FhW Mayor ATTEST: AECOM TECHNICAL SERVICES, INC. By 12g Date April 29, 2015 David R. Hansen, P.E. Vice President LAworMADMINWGREEISUPPLEISAI IG Dub Str Rec Trail.doc 14 ( ( Y) r �Zam& _* CITY OF IOWA CITY *I�AL MEMORANDUM DATE: June 11, 2015 TO: Tom Markus, City Manager FROM: Jason Havel, City Engineer -":FH 4L. RE: Dubuque Street / 1-80 Pedestrian Bridge Introduction: A new recreational trail along Dubuque Street from Foster Road to the Butler Bridge, including an approximately 270 -foot long pedestrian bridge over 1-80 is currently in construction. This project is included in the capital program and was let through the Iowa Department of Transportation (DOT) in February 2015. Construction will be complete this fall. History/Background: The City of Iowa City entered into an agreement with AECOM Technical Services, Inc. (ATS) of Waterloo, IA on August 21, 2012 for the final design and construction documents for the Iowa River Trail extension. Recent counts on the Iowa River Trail have shown that over 900 users can be found on it in a day. This missing link will provide a direct route in the region's trail system to downtown Iowa City and the University of Iowa campus from areas north of 1-80. Discussion: Construction services were not provided in the original agreement with ATS. As the construction administrator for the project, the DOT determined that they would not provide construction services since they did not provide the final design and construction documents. ATS services are needed for shop drawing review, on-call assistance during construction and machine control grading files to be utilized by the contractor. Financial Impact: The additional construction services will be done on an hourly basis in accordance with Part IV of the original agreement for a fee of Nine Thousand Nine Hundred Dollars ($9,900.00), and a revised maximum amount payable of $248,400.00. The total estimated construction cost for the project is $2,0924,342.17. Federal and State funds will provide for $1,797,000.00 of the construction costs. The City's local share of the construction costs will be funded with General Obligation Bonds. Recommendation: Staff is recommending that the City amend the agreement for design services with ATS for the additional construction services. r CITY OF IOWA CITY MEMORANDUM TO: Mayor, City Council, General Public FROM: City Clerk RE: June 16 Agenda Additions CONSENT CALENDAR Council Actions: ITEM 3a (4) June 8, Special Formal & Complete Resolutions: ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL — RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AMENDMENT TO THE AUGUST 21, 2012 AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND AECOM TECHNICAL SERVICES OF WATERLOO, IA FOR THE DUBUQUE STREET / 1-80 PEDESTRIAN BRIDGE PROJECT. Comment: A contract was previously entered into with AECOM to prepare preliminary and final design documents for the construction of the Dubuque Street/1- 80 Pedestrian Bridge and Recreation Trail Project. It has become necessary to amend the original contract to provide construction services required for shop drawing review and approval, on-call assistance during construction, and 3D electronic files for machine control grading. The negotiated amount for the additional work is $9,900 with a revised maximum amount payable of $248,400. ITEM 3d(15) CHURCHILL MEADOWS — RESOLUTION APPROVING FINAL PLAT OF CHURCHILL MEADOWS, IOWA CITY, IOWA (SUB15-00002) Comment: A preliminary plat of Churchill Meadows was approved on January 6, 2015. Staff recommends approval of the final plat subject to approval of legal papers and construction drawings by the City Attorney and City Engineer. It is anticipated that legal papers and construction drawings will be approved prior to the June 16 Council meeting. Approval will allow the development of Churchill MeadQws, a 96 -lot, 37.46 -acre residential subdivision located on Herbert Hoover Highway. _ _-.i ITEM 3d(16) AGREEMENT WITH JOHNSON COUNTY RE: HERBERT HOOVER HIGHWAY IMPROVEMENTS -- RESOLUTION APPROVING A 28E PROJECT AGREEMENT BETWEEN JOHNSON COUNTY, IOWA AND THE CITY OF IOWA CITY, IOWA FOR IMPROVEMENTS TO A PORTION OF HERBERT HOOVER HIGHWAY FOR THE CHURCHILL MEADOWS SUBDIVISION Comment: Herbert Hoover Highway is County right-of-way. This agreement authorizes the City to construct improvements within this right-of-way at no expense to the County in conjunction with the Churchill Meadows subdivision. The City anticipates the developer will perform the installation of any necessary City utilities for service to the subdivision, which may include a sidewalk. Prepared by: Robert Miklo, Senior Planner, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5240 (SUB15-00002) RESOLUTION NO. 15-210 RESOLUTION APPROVING FINAL PLAT OF CHURCHILL MEADOWS, IOWA CITY, IOWA. WHEREAS, the owner, AGRD Green Bay LLC, filed with the City Clerk the final plat of Churchill Meadows, Iowa City, Iowa, Johnson County, Iowa; and WHEREAS, said subdivision is located on the following -described real estate in Iowa City, Johnson County, Iowa, to wit: Commencing at the North Quarter Corner of Section 7, Township 79 North, Range 5 West, of the Fifth Principal Meridian, Iowa City, Johnson County, Iowa; Thence S00°43'54"L, along the West Line of the Northwest Quarter of the Northeast Quarter of said Section 7, a distance of 53.82 feet, to the Southwest Corner of the Tract of Land Condemned for Right -of -Way, as recorded in Book 1044, at Page 128 of the Records of the Johnson County Recorder's Office, and the POINT Or BEGINNING; Thence N89°52'36"E, along the South Line of said Condemned Tract, 348.41 feet; Thence S81°35'33"E, along said South Line, 101.12 feet; Thence N89°52'36"L, along said South Line, 868.99 feet, to the Southeast Corner of said Condemned Tract, and a Point on the East Line of said Northwest Quarter of the Northeast Quarter of Section 7; Thence S00°31'43"E, along said East Line, 1231.49 feet, to the Southeast Corner of said Northwest Quarter of the Northeast Quarter; Thence S89°27'46"W, along the South Line of said Northwest Quarter of the Northeast Quarter, 1312.82 feet, to the Southwest Corner of said Northwest Quarter of the Northeast Quarter; Thence N00'43'54"W, along the West Line of said Northwest Quarter of the Northeast Quarter, 1256.01 feet, to the Point of Beginning. Said Tract of Land contains 37.46 Acres, and is subject to easements and restrictions of record. WHEREAS, the Department of Neighborhood and Development Services and the Public Works Department examined the proposed final plat and subdivision, and recommended approval; and WHEREAS, a dedication has been made to the public, and the subdivision has been made with the free consent and in accordance with the desires of the owners and proprietors; and WHEREAS, said final plat and subdivision are found to conform with Chapter 354, Code of Iowa (2015) and all other state and local requirements. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The said final plat and subdivision located on the above-described real estate be and the same are hereby approved. 2. The City accepts the dedication of the streets and easements as provided by law and specifically sets aside portions of the dedicated land, namely streets, as not being open for public access at the time of recording for public safety reasons. Resolution No. 15-210 Page 2 3. The Mayor and City Clerk of the City of Iowa City, Iowa, are hereby authorized and directed, upon approval by the City Attorney, to execute all legal documents relating to said subdivision, and to certify a copy of this resolution, which shall be affixed to the final plat after passage and approval by law. The City Clerk shall record the legal documents and the plat at the office of the County Recorder of Johnson County, Iowa at the expense of the owner. Passed and approved this 16th day of June , 20 1S Approved by /! ' ATTEST: �� 7s 7C4 L> 4L' CITY CtERK City Attorney's Office 31-g '!�- It was moved by Botchway and seconded by adopted, and upon roll call there were: AYES: NAYS: ABSENT: Mims X Botchway X Dickens X Dobyns X Hayek X Mims pcd/templateslFinal Plat Resolution (3).tloc Doc Payne Throgmorton the Resolution be To: City Council Item: SUB15-00002 Churchill Meadows GENERAL INFORMATION: Applicant: Contact: Requested Action: Purpose: Location: Size: Existing Land Use and Zoning: Surrounding Land Use and Zoning: File Date: 60 Day Limitation Period: BACKGROUND INFORMATION: STAFF REPORT Prepared by: Robert Miklo Date: June 12, 2015 Build to Suit PO Box 5462 Coralville, IA 52241 benl@buildtosuit.com Ben Logsdon benl@buildtosuitinc.com 319-512-5110 Final plat approval To allow residential development including single family lots and multifamily buildings. 4701 Herbert Hoover Highway 37.46 acres Low Density Single Family Residential (RS -5) and Low Density Multifamily Residential (RM -12) North: Residential and agricultural — County Residential (R) South: St. Patrick Church and agricultural — RS -5 and County Residential (R) East: Residential and agricultural — County (R) West: Agricultural - County Residential (RMF) March 26, 2015 May 25, 2015 The applicant, Build to Suit Inc., has requested approval of a final plat of Churchill Meadows, a 37.46 acre, 96 -lot residential subdivision located south of Herbert Hoover Highway. The preliminary plat was approved on January 6. 2 ANALYSIS: The final plat of Churchill Meadows is in general compliance with the approved preliminary plat and subdivision regulations. Legal papers and construction drawings are currently being reviewed by staff. It is anticipated that these documents will be approved prior to the June 16 Council Meeting. Conditional Zoning Agreement: This property is subject to a Conditional Zoning Agreement requiring: A. The Owner shall be responsible for providing sanitary sewer and water service to this property. B. The Owner shall establish and construct a pedestrian access route to the city sidewalk system upon the first phase of development. C. Development of the RM -12 zoned property shall be in substantial compliance with the concept plan showing townhouse style multi -family buildings with driveway access from a rear lane. D. Prior to issuance of a building permit for any development of the RM -12 zoned property, Owner shall get approval of a development plan, including a landscaping plan, exterior building designs, and site plan from the Design Review Committee to ensure Comprehensive Plan policies regarding compatibility with lower density residential properties and appropriate development appearance for an entranceway to the city. Items A. and B. are addressed in the legal papers and construction drawings. Item C. and B. will address administratively at the time of site plan review. Neighborhood parkland or fees in lieu of: The Neighborhood Open Space Plan identifies the proposed subdivision as part of the Lower West Branch Neighborhood Open Space District (NE3). The City's Neighborhood Open Space Ordinance requires the dedication of 1.1 acres of property or the payment of a fee in lieu thereof. The Parks and Recreation Department has chosen fees in lieu of land dedication. The fee will be equivalent to the value of 1.1 acres of property. This requirement should be addressed in the legal papers. Infrastructure Fees: Infrastructure fees include $415 per acre for water main extension fees and fees for the future improvement of Herbert Hoover Highway. For arterial streets the fee is 12.5% of the cost for improving the street based the City Engineers estimate. Payment of these fees will be addressed in the legal papers. STAFF RECOMMENDATION: Staff recommends approval of SUB15-00002, the final plat of Churchill Meadows, a 96 -lot, 37.46 - acre residential subdivision located on Herbert Hoover Highway subject to approval of construction drawings and legal papers by the City Engineer and City Attorney. ATTACHMENTS: 1. Location Map 2. Final plat Approved by: John Yapp, Development Services Coordinator, Department of Neighborhood and Development Services ca o U o U N APO } � a a 0C) L o W _ N O cu t V L N O O U O ++ O cc Lo a m c U = — (n LL F01 s c O N N > 'E U > N f0 O 'N c o, 0 0 m � c o mm V7 U N m C_ C - O 6 - NN w s m o = N 0.0 Q CU CO • T • Q • , d (6 Q N • Q � 1 1 • 1 • • 1 • t 1 � • 1 • 1 � O LL O \M r� • ®r C:) 3-� • 1 O • • N 3 G V L 1 • -I r c6 � m ' • 1 U) LL c O N N > 'E U > N f0 O 'N c o, 0 0 m � c o mm V7 U N m C_ C - O 6 - NN w s �� S E y Q J_(n r w g c S _ 3 p J =� 10'"0'aziw � a Oml iL 00'�x�ri �U r Y w i J Fw, KxOa O pi ; M i d Z = W aZj2oo 0NZ aia U d} 7 m T Zap O -so �4 LL U� a—�� 6 9 E 0 o � sc va LU U uN Z N N >- W 3 O w W Q w3 m�° �o�o W w 0 W' z K w1go 2OQO s0 z >xLu a�i Z pw myoj OQ°r°m fn�No z w V N m F � Q z N Q 0 W f C r <DLLJ M �O w IL LLI LU ZO O O O x> 1 16 Z � m Q rm"3 mdo wmaL) ECoWfl�G INN NGIMM g4uq� HF 6 p t O M HER EISHELEEMBEEEELEE g a 8;sa B 41 110101011111101 S V ~aY NCH y H � roe®o®m®® ECoWfl�G INN NGIMM g4uq� HF Y p t O M 4 g a 8;sa B 41 S V ~aY NCH y H � roe®o®m®® HF O M g 41 S V ~aY NCH -0 r CITY OF IOWA CITY MEMORANDUM TO: Mayor, City Council, General Public FROM: City Clerk RE: June 16 Agenda Additions CONSENT CALENDAR Council Actions: ITEM 3a (4) June 8, Special Formal & Complete Resolutions: ITEM 3d(14) DUBUQUE STREET PEDESTRIAN BRIDGE OVER 1-80 AND RECREATION TRAIL — RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AMENDMENT TO THE AUGUST 21, 2012 AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND AECOM TECHNICAL SERVICES OF WATERLOO, IA FOR THE DUBUQUE STREET / 1-80 PEDESTRIAN BRIDGE PROJECT. Comment: A contract was previously entered into with AECOM to prepare preliminary and final design documents for the construction of the Dubuque Street/1- 80 Pedestrian Bridge and Recreation Trail Project. It has become necessary to amend the original contract to provide construction services required for shop drawing review and approval, on-call assistance during construction, and 3D electronic files for machine control grading. The negotiated amount for the additional work is $9,900 with a revised maximum amount payable of $248,400. This will be funded with General Obligation bond proceeds. ITEM 3d(15) CHURCHILL MEADOWS -- RESOLUTION APPROVING FINAL PLAT OF CHURCHILL MEADOWS, IOWA CITY, IOWA (SUB15-00002) Comment: A preliminary plat of Churchill Meadows was approved on January 6, 2015. Staff recommends approval of the final plat subject to approval of legal papers and construction drawings by the City Attorney and City Engineer. It is anticipated that legal papers and construction drawings will be approved prior to the June 16 Council meeting. Approval will allow the development of Churchill Meadows, a 96 -lot, 37.46 -acre residential li"icinn inratari nn Herbert Hoover ITEM 3d(16) AGREEMENT WITH JOHNSON COUNTY RE: HERBERT HOOVER HIGHWAY( IMPROVEMENTS _ RESOLUTION APPROVING A 28E PROJECT AGREEMENT BETWEEN JOHNSON COUNTY, IOWA AND THE CITY OF IOWA CITY, IOWA FOR IMPROVEMENTS TO A PORTION OF HERBERT HOOVER HIGHWAY FOR THE CHURCHILL MEADOWS SUBDIVISION Comment: Herbert Hoover Highway is County right-of-way. This agreement authorizes the City to construct improvements within this right-of-way at no expense to the County in conjunction with the Churchill Meadows subdivision. The City anticipates the developer will perform the installation of any necessary City utilities `for service to the subdivision, which may include a sidewalk. Paul D. Pate �s��ur �a� Secretary of State °Frs-A��F State of Iowa <Ry Or i FILED 28E LL Agreement LL M508573 0 9/29/2015 10:38:53 AM LL PLEASE READ INSTRUCTIONS ON BACK BEFORE COMPLETING THIS FORM Item 1. The full legal name, organization type and county of each participant to this agreement are: `titter "Utner" it not in Iowa Item 2. The type of Public Service included in this agreement is: 350 Street and Road Systems (Enter only one service Code and Description) Code Number Service Description Item 3. The purpose of this agreement is: (please be specific) Agreement between Johnson County, Iowa and the City of Iowa City, Iowa for improvements to a portion of Herbert Hoover Highway for the Churchill Meadows Subdivision (Res #15-211) Item 4. The duration of this agreement is: (check one) ❑Agreement Expires Zindefinite Duration [mmiddlyyyy] Item 5. Does this agreement amend or renew an existing agreement? (check one) ❑ NO ❑ YES Filing # of the agreement: (Use the fling number of the most recent version fled for this agreement) The filing number of the agreement may be found by searching the 28E database at. httollsos.iowa.00v/28e. Item 6. Attach two copies of the agreement to this form if not fling online. Item 7. The primary contact for further information regarding this agreement is: (optionai) LAST Name FIRST Name Title Administrative Secretary Department Administrative Secretary Email kellie-tuttle(cDiowa-city.org Phone 319-356-5043 Full Legal Name Organization Type *County Party 1 City of Iowa City City Johnson Party 2 County of Johnson County Johnson Party 3 Party 4 Party 5 `titter "Utner" it not in Iowa Item 2. The type of Public Service included in this agreement is: 350 Street and Road Systems (Enter only one service Code and Description) Code Number Service Description Item 3. The purpose of this agreement is: (please be specific) Agreement between Johnson County, Iowa and the City of Iowa City, Iowa for improvements to a portion of Herbert Hoover Highway for the Churchill Meadows Subdivision (Res #15-211) Item 4. The duration of this agreement is: (check one) ❑Agreement Expires Zindefinite Duration [mmiddlyyyy] Item 5. Does this agreement amend or renew an existing agreement? (check one) ❑ NO ❑ YES Filing # of the agreement: (Use the fling number of the most recent version fled for this agreement) The filing number of the agreement may be found by searching the 28E database at. httollsos.iowa.00v/28e. Item 6. Attach two copies of the agreement to this form if not fling online. Item 7. The primary contact for further information regarding this agreement is: (optionai) LAST Name FIRST Name Title Administrative Secretary Department Administrative Secretary Email kellie-tuttle(cDiowa-city.org Phone 319-356-5043 Prepared by: Sara Hektoen, Asst. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 15-211 RESOLUTION APPROVING A 28E PROJECT AGREEMENT BETWEEN JOHNSON COUNTY, IOWA AND THE CITY OF IOWA CITY, IOWA FOR IMPROVEMENTS TO A PORTION OF HERBERT HOOVER HIGHWAY FOR THE CHURCHILL MEADOWS SUBDIVISION WHEREAS, both the City of Iowa City ("the City") and Johnson County ("the County") are public agencies as defined by Section 28E.2 of the Code of Iowa (2015); and WHEREAS, the City and the County recognize that the portion of Herbert Hoover Highway SE located in Northwest Quarter of Section 7-79-5 of Johnson County, Iowa presently sits in part on County right-of-way and in part on City right-of-way, and further that it connects two non- contiguous parts of the City; and WHEREAS, Herbert Hoover Highway SE is within the growth boundary of the City, and serves as a collector street within the City's street system; and WHEREAS, the City wishes to install city utilities inside the existing right-of-way and, possibly, to improve the roadway by installing a sidewalk along the south side; and WHEREAS, the County has no objection to said improvements; and WHEREAS, the City and the County wish to enter into an agreement whereby the County formally grants the City permission to make said improvements to and within the right-of-way of Herbert Hoover Highway SE, at no expense to the County. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The attached 28E Agreement for improvements to a portion of Herbert Hoover Highway SE between the City of Iowa City, Iowa and Johnson County, Iowa is hereby approved and the Mayor is hereby authorized to execute and the City Clerk to attest to the attached 28E Agreement. 2. The City Clerk is directed to file a copy of said agreement with the Secretary of the State of Iowa, as required by Iowa Code Chapter 28E. Passed and approved this 16th day ofJune 2015. MAYOR `� l{'-+��r �j Approved j by ATTEST: / 1" LL GY/fi/ 9C k2A /�L Zi,/V Gez CITY'GLERK City Attorney's Office c%%� Resolution No. ]Page 2 15-211 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway X Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton Drafted by Andrew B. Chappell, Asst County Aftomey, P.O. Box 2450, Iowa City, Iowa 52240, 319-339-6100 28E Project Agreement Between Johnson County, Iowa and the City of Iowa City, Iowa for Improvements to a Portion of Herbert Hoover highway SE WHEREAS, both the City of Iowa City ("the City") and Johnson County ("the County") are public agencies as defined by Section 28E.2 of the Code of Iowa (2015); and WHEREAS, the City and the County recognize that the portion of Herbert Hoover Highway SE located in Northwest Quarter of Section 7-79-5 of Johnson County, Iowa presently sits in part on County right-of-way and in part on City right-of-way, and further that it connects two non-contiguous parts of the City; and WHEREAS, Herbert Hoover Highway SE is within the growth boundary of the City, and serves as a collector street within the City's street system; and WHEREAS, the City wishes to install city utilities inside the existing right-of-way and, possibly, to improve the roadway by installing a sidewalk along the south side; and WHEREAS, the County has no objection to said improvements; and WHEREAS, the City and the County wish to enter into an agreement whereby the County formally grants the City permission to make said improvements to and within the right-of-way of Herbert Hoover Highway SE, at no expense to the County. IT IS NOW AGREED that the City and the County enter into an agreement pursuant to Chapter 28E of the Code of Iowa (2015) providing for cooperative action pursuant to the proposed project and said cooperative actions include the following: 1. PURPOSE AND PROJECT SCOPE: The purpose of this Agreement is for the County to grant formal permission to the City to improve those portions of Herbert Hoover Highway SE lying on County right-of-way from the western boundary of Johnson County parcel no. 09-07-230-001 to the eastern boundary of Johnson County parcel no. 09-07-201-001. The improvements shall consist of the installation of city utilities and, possibly, the installation of a sidewalk within the existing, southerly right- of-way. 2. NO SEPARATE LEGAL ENTITY: No separate legal entity is created by this Agreement. The Johnson County Board of Supervisors shall administer the County's duties and responsibilities herein. The City Manager of Iowa City shall administer the City's duties and responsibilities herein. 3. CONSIDERATION: The mutual consideration herein is undertaking the improvements to Herbert Hoover Highway SE. The project costs, in their entirety, will be borne by the City. The County will pay nothing toward the costs of these improvements. 4. RESPONSIBILITY FOR WORK: The City shall be responsible for obtaining any and all additional easements needed for the improvement project. The City shall have sole and exclusive responsibility for the construction work. S. MAINTENANCE: Maintenance of the subject portion of Herbert Hoover Highway SE shall continue to be dealt with as set out in the Road Maintenance Agreement previously entered into by the City and the County, and as hereinafter amended. Sidewalk installed within the scope of this project in the County, if any, will be cleared and maintained by the City or the City's assignee until such time as it is annexed into the City. 6. FINANCING: The City shall bear all costs associated with this project 7. EFFECTIVE DATE: This Agreement shall be effective when approved and signed by the Johnson County Board of Supervisors and the City Council of Iowa City, and filed with the Secretary of State as provided in Chapter 28E.8 of the Code of Iowa (2015). 8. DURATION: This agreement shall continue in force until final acceptance of the work by the City. Thereafter, the City or the City's assignee shall continue to clear and maintain any sidewalk installed in the County within the scope of this project until such time as it is annexed into the City. 9. NO THIRD -PARTY BENEFICIARIES: Nothing herein is intended to alter the City's and/or County's ultimate responsibility for their own right-of-way, including liability for or innuurity from third - party claims. Nor is this 28E Agreement intended to create any third -party benefits. 10. INTERPRETATION AND ENFORCEMENT: Interpretation and enforcement of the agreement shall be in accordance with Chapter 28E of the Code of Iowa (2015) and statutes respecting the rights and responsibilities of the political subdivisions. IL DISPUTE RESOLUTION: Matters in dispute or subject to interpretation shall be first submitted to the parties for resolution prior to either party pursuing administrative or judicial remedies. In the event such matters must be submitted to tire parties, they shall be submitted specifically to the City Manager of the City of Iowa City, as representative for the City, and to the Johnson County Engineer, as representative for the County, who will both make a good faith effort to resolve the dispute. JOHNSON COUNTY This agreement was approved by official action of the Johnson County Board of Supervisors in official session on the _" day of _�Y , 20 6 Patrick Hainey, Chairperson Johnson County Board of S tpervisols ATTEST: _v ./ County Auditor/Designee CITY OF IOWA CITY This agreement was approved by official action of the City Council of Iowa City in official session on the 16 day of June '20 15. Matt Hayek, ayor City of Iowa City ATTEST: City C erk/Designee APP(Md By City Attorney's C}iftae June 16, 2015 Agenda Revisions Page 2 3d(17) CABLE TV RECLASSIFICATION - RESOLUTION AMENDING THE BUDGETED POSITIONS IN THE COMMUNICATIONS DIVISION OF THE ADMINISTRATIVE OFFICES DEPARTMENT BY RECLASSIFYING ONE -FULL TIME PRODUCTION I ASSISTANT, CABLE TV POSITION TO ONE FULL-TIME MEDIA PRODUCTION ASSISTANT POSITION. Comment: Following the vacancy and non -replacement of the Cable TV Office's Government Programmer position, it is necessary to redistribute many of its job duties and responsibilities to the Production Assistant position. This requested increase from AFSCME pay grade 7 to 8 would adjust the job title and salary of this position to a level that is more commensurate with its increased level of responsibility. This change would result in an incremental cost of approximately / $2,400 for FY2016. Setting Public Hearing: ITEM 3e(3) COURT / LINN DEVELOPMENT AGREEMENT - RESOLUTION OF INTENT TO CONSIDER A PROPOSED DEVELOPMENT AGREEMENT WITH CASL HOLDINGS, LLC., WHICH INCLUDES THE TRANSFER OF LAND DESCRIBED THEREIN, AND SETTING A PUBLIC HEARING for July 27, 2015 AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF. Comment: City staff has negotiated a Development Agreement with CASL Holdings LLC (parent company CA Ventures), the Council's preferred Developer for the Court/Linn site, wherein the Developer will pay the City $5.5. million for the site, make a contribution to the City for affordable housing in the amount of $1 million, construct a mixed-use project consisting of 2 buildings housing a hotel, office space, retail and apartments with a construction cost of approximately $74 million and dedicate 10% of the residential units to affordable housing with no financial assistance from the City. This resolution sets a public hearing on the Development Agreement for July 27, 2015. Prepared by: Ty Coleman, Media Production Services Coordinator, 10 S. Linn St, Iowa City, IA 52240 (319) 356-5454 RESOLUTION NO. 15-212 RESOLUTION AMENDING THE BUDGETED POSITIONS IN THE COMMUNICATIONS DIVISION OF THE ADMINISTRATIVE OFFICES DEPARTMENT BY RECLASSIFYING ONE - FULL TIME PRODUCTION ASSISTANT - CABLE TV POSITION TO ONE FULL-TIME MEDIA PRODUCTION ASSISTANT POSITION. WHEREAS, Resolution No. 15-77, adopted by the City Council on March 9, 2015 authorized budgeted positions in the Administrative Offices Department for Fiscal Year 2016; and WHEREAS, Resolution No. 15-95, adopted by the City Council on April 7, 2015 established a classification and compensation plan for AFSCME employees; and WHEREAS, the recent vacancy and non -replacement of the Government Programmer position has required the redistribution of responsibilities to other staff; and WHEREAS, the Production Assistant position is most aligned with the former role of the Government Programmer position and has already assumed many of its duties; and WHEREAS, the assumption of a higher level of responsibility is necessary for the efficient and effective operation of the Cable TV Office. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: The budgeted positions in the Communications Division of the Administrative Offices Department be amended by deleting one full-time Production Assistant - Cable TV position and adding one full-time Media Production Assistant position. The AFSCME pay plan be amended by: 1. Deleting the position of Production Assistant - Cable TV, grade 7. 2. Adding the position of Media Production Assistant, grade 8. Passed and approved this 16th day of June , 20 15 . MAYOR ATTEST: i CITY ERK It was moved by Botchway and seconded by and upon roll call there were: AYES: NAYS: .e Approve i �61 City Attorney's Office Mims ABSENT: the Resolution be adopted, Botchway Dickens X Dobyns Hayek Mims Payne Throgmorton _.®�t CITY OF IOWA CITY 99 MEMORANDUM Date: June 15, 2015 To: Tom Markus, City Manager From: Ty Coleman, Media Production Services Coordinator Re: Resolution to reclassify Production Assistant pay grade from level 7 to 8 Introduction: Following the recent loss of the Cable TV Office's Government Programmer position, duties and responsibilities once associated with the position have been redistributed, primarily to the Production Assistant position, in order to maintain service levels to the greatest extent possible. The changes proposed in this resolution would bring the wages for this position up to a level more commensurate with the increased level of responsibility for the Production Assistant as well as modify the job title to more accurately reflect the necessary changes in the duties of the position. History/Background: In 2010, the Cable TV Office's Government Programmer position was created as part of a restructuring effort in order to fulfill the need for a senior level media production position. The Production Assistant position was maintained in order to provide essential support of the activities of the Government Programmer and the Community Programmer, who work to provide City and non-profit organization clients with media production services. The Community Programmer position has since been reclassified and transformed into the Media Production Services Coordinator position, which, following the expiration of the Cable TV Administrator position, serves in an administrative capacity for the Cable TV Office in addition to continued media production responsibilities. During the FY2016 budget planning process, the decision was made to expire the Government Programmer position (AFSCME pay grade 9) when it was vacated in April 2015, due to retirement, in order to make necessary adjustments to the Cable TV Office budget. In an effort to maintain consistent levels of service to clients, many of the higher-level duties and responsibilities of the Government Programmer have been reassigned to the Production Assistant. Additional responsibilities include: increased coordination with City and non-profit clients regarding scheduled media production activities and special projects; supervision and training of part-time temporary employees; oversight of and engagement in the coverage of City Council meetings and other City -related activities; and facility and equipment management, maintenance, and repair. These additional responsibilities represent a significant increase in the overall role that this position plays in the work performed by the Cable TV Office. Discussion of Solutions: First, it is recommended that the Production Assistant position be moved from AFSCME pay grade 7 to pay grade 8. As the newly assigned duties and responsibilities are similar to and in many cases greater than that of the Cable TV Office's Special Projects Assistant, AFSCME pay grade 8, this increase would provide a salary level that more accurately reflects the changes in the position's proposed job description. Page 2 Second, it is requested that the job title for this position be changed from Production Assistant to Media Production Assistant. This modified title better reflects the type of work performed by the Cable TV Office. Another reason for this request is that the title of Production Assistant in the film and video industry has typically referred to an entry-level position that may, in some cases, not even involve actual, hands-on media production work. This City position entails a much greater level of independent project management, from client contact and media production activities, to editing and distribution of programming, to promotion of content via social media and other outlets. Financial Impact: With assistance from the City's Finance Office, it has been determined that the requested increase in pay grade for the Production Assistant position would result in an incremental cost of approximately $2,400 in wages and benefits for FY2016. The employee currently in this position will increase to grade 7 step 6 before the conclusion of FY2015. The estimated increase in costs has been calculated with this in mind. Recommendation: Staff recommends that City Council approve the resolution. Prepared by: Dave Panos, Engineering Division, 410 E. Washington St., Iowa City, IA 52240, (319) 356-5145 RESOLUTION NO. 15-213 RESOLUTION SETTING A PUBLIC HEARING ON JULY 27, 2015 ON PLANS, SPECIFICATIONS, FORM OF AGREEMENT, AND ESTIMATE OF COST FOR THE CONSTRUCTION OF THE PCC PAVEMENT REHABILITATION PROJECT 2015, DIRECTING CITY CLERK TO PUBLISH NOTICE OF SAID HEARING, AND DIRECTING THE CITY ENGINEER TO PLACE SAID PLANS ON FILE FOR PUBLIC INSPECTION. WHEREAS, funds for this project are available in the Pavement Rehabilitation account # S3824. BE IT RESOLVED BY THE COUNCIL OF THE CITY OF IOWA CITY, IOWA: That a public hearing on the plans, specifications, form of contract, and estimate of cost for the construction of the above-mentioned project is to be held on the 27" day of July 2015, at 7:00 p.m. in the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. 2. That the City Clerk is hereby authorized and directed to publish notice of the public hearing for the above-named project in a newspaper published at least once weekly and having a general circulation in the City, not less than four (4) nor more than twenty (20) days before said hearing. 3. That the copy of the plans, specifications, form of contract, and estimate of cost for the construction of the above-named project is hereby ordered placed on file by the City Engineer in the office of the City Clerk for public inspection. Passed and approved this 16th day of June _'20 15 ��k 4 MAYOR Approved by ATTEST: ) 9_ CI ERK City Attorney's Office wz' S:\ENGTMIFtesolutions\Project Resolutions\Setting Public Hearing\2015 PCC Patching Project\Set Public Hearing Project -2015 PCC Patching.doc Resolution No. rage 2 15-213 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton r �, Ate, CITY OF IOWA CITY MEMORANDUM DATE: June 8, 2015 TO: Tom Markus, City Manager FROM: Jason Havel, City Engineer --31i4w- RE: PCC Pavement Rehabilitation Project 2015 Set Public Hearing — June 16, 2015 Hold Public Hearing — July 27, 2015 Award Project — August 18, 2015 Introduction: This agenda item begins the bidding process for the PCC Pavement Rehabilitation Project 2015. History / Background: This is a recurring maintenance project that concentrates on street PCC Patching at various locations. Discussion of Solution: The PCC Pavement Rehabilitation Project 2015 will include work at the following locations: ■ Washington Street — Shrader Road to Dartmouth Street ■ Rochester Avenue — Ralston Creek to First Avenue ■ Rochester Court - South of Rochester Avenue Financial Impact: The estimated cost for this project is $180,000 and will be funded with Road Use Tax Proceeds. Recommendation: Staff recommends proceeding with setting public hearing for the plans, specifications, form of contract, and estimate of cost for construction of the PCC Pavement Rehabilitation Project 2015. The proposed project schedule will be as follows: ■ July 27, 2015 — Hold Public Hearing on Contract Documents ■ August 18, 2015 — Award Project ■ August 24, 2015 through October 2015 — Construct Project cc: Ron Knoche, Public Works Director Dave Panos, Senior Civil Engineer 06-16- 3e(2) Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 15-214 RESOLUTION SETTING PUBLIC HEARING FOR JULY 27, 2015, ON A PROPOSAL TO CONVEY A SINGLE FAMILY HOME LOCATED AT 917 NORTH DODGE STREET. WHEREAS, the UniverCity Neighborhood Partnership Program is a joint effort between the University of Iowa and the City to encourage home ownership and reinvestment in designated neighborhoods surrounding the University of Iowa; and WHEREAS, the City purchases rental units located in designated neighborhoods surrounding the University of Iowa, rehabilitates them, and then sells them to income -eligible buyers; and WHEREAS, the City purchased and rehabilitated a single family home located at 917 North Dodge Street, Iowa City; and WHEREAS, the City has received an offer to purchase 917 North Dodge Street for the principal sum of $135,000 (the amount the City paid to acquire the home), plus the "carrying costs", which are all costs incurred by the City to acquire the home, maintain it and sell it, including abstracting and recording fees, interest on the loan to purchase the home, mowing and snow removal, utilities, real estate taxes, and any costs in excess of $50,000 to repair and rehabilitate the home; and WHEREAS, this sale would provide affordable housing in a designated area surrounding the University of Iowa; and WHEREAS, this sale is conditioned on the family securing adequate financing for the purchase of the home. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that: 1. The City Council does hereby declare its intent to convey a single family home located at 917 North Dodge Street, Iowa City, Iowa, also known as part of Lot 33 in the Subdivision of the SEY4 of Section 3, Township 79N, Range 6W, Iowa City, Iowa, for the sum of $135,000, plus the "carrying costs". 2. A public hearing on said proposal should be and is hereby set for July 27, 2015, at 7:00 p.m. in Emma J. Harvat Hall of the Iowa City City Hall, 410 East Washington Street, Iowa City, Iowa, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk, and that the City Clerk be and is hereby directed to cause notice of said public hearing to be published as provided by law. Resolution No. 15-214 Page 2 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton Passed and approved this 16th day of June , 2015. ATTEST: A"2-12 CIT LERK Approved by Iffiz 21 - ��� City Attorney's Office June 16, 2015 Agenda Revisions Page 2 ITEM 3d(17) CABLE TV RECLASSIFICATION - RESOLUTION AMENDING THE BUDGETED POSITIONS IN THE COMMUNICATIONS DIVISION OF THE ADMINISTRATIVE OFFICES DEPARTMENT BY RECLASSIFYING ONE -FULL TIME PRODUCTION ASSISTANT, CABLE TV POSITION TO ONE FULL-TIME MEDIA PRODUCTION ASSISTANT POSITION. Comment: Following the vacancy and non -replacement of the Cable TV Office's Government Programmer position, it is necessary to redistribute many of its job duties and responsibilities to the Production Assistant position. This requested increase from AFSCME pay grade 7 to 8 would adjust the job title and salary of this position to a level that is more commensurate with its increased level of responsibility. This change would result in an incremental cost of approximately $2,400 for--- Sefting Public Hearing: ITEM 3e(3) COURT / LINN DEVELOPMENT AGREEMENT - RESOLUTION OF INTENT TO CONSIDER A PROPOSED DEVELOPMENT AGREEMENT WITH CASL HOLDINGS, LLC., WHICH INCLUDES THE TRANSFER OF LAND DESCRIBED THEREIN, AND SETTING A PUBLIC HEARING for July 27, 2015 AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF. Comment: City staff has negotiated a Development Agreement with CASL Holdings LLC (parent company CA Ventures), the Council's preferred Developer for the Court/Linn site, wherein the Developer will pay the City $5.5. million for the site, make a contribution to the City for affordable housing in the amount of $1 million, construct a mixed-use project consisting of 2 buildings housing a hotel, office space, retail and apartments with a construction cost of approximately $74 million and dedicate 10% of the residential units to affordable housing with no financial assistance from the City. This resolution sets a public hearing on the Development Agreement for July 27, 2015. Prepared by: Sara Hektoen, Assistant City Attorney, 410 E. Washington, Iowa City, IA 52240 RESOLUTION NO. 15-215 RESOLUTION OF INTENT TO CONSIDER A PROPOSED DEVELOPMENT AGREEMENT WITH CASL HOLDINGS, L.L.C., WHICH INCLUDES THE TRANSFER OF LAND DESCRIBED THEREIN, AND SETTING A PUBLIC HEARING AND PROVIDING FOR PUBLICATION OF NOTICE THEREOF WHEREAS, in furtherance of the objectives of the Urban Renewal Act, the City has undertaken a program for the clearance and reconstruction or rehabilitation of certain areas in the City and has undertaken an economic development area in the City; and WHEREAS, on October 2, 1969, the Iowa City City Council adopted Resolution No. 2157 approving the City -University Project I Urban Renewal Plan (Project No. IA R-14), which plan has been modified and amended from time to time (said plan, as amended, is hereinafter referred to as the "Urban Renewal Plan" or "Plan"); and WHEREAS, such Urban Renewal Plan permits the City to respond to development opportunities as and when they may appear; and WHEREAS, the City Council has adopted certain Economic Development Policies intended to a) attract new residential and commercial development, b) retain the City's existing businesses, and c) encourage business expansion, in order to i) increase economic activity; ii) create jobs; iii) lower unemployment; iv) increase wages; v) increase property values; vi) increase tax revenues; vii) increase ownership and entrepreneurial opportunities; and viii) revitalize underutilized or blighted areas; and WHEREAS, CASL Holdings, L.L.C. responded to the City's request for proposals for development of certain City -owned land located at the northwest corner of the Court and Linn Street intersection, with a proposal for an approximate $74,000,000 mixed-use project consisting of 2 buildings housing Class A office space, retail and apartments, together with related site improvements; making a contribution to the City for affordable housing in the amount of $1 million; and dedicating 10% of the residential units to affordable housing, all designed and constructed to LEED Gold standards, and a hotel constructed to at least LEED Silver standards, as detailed in the proposed Agreement; and WHEREAS, in exchange for construction of the Minimum Improvements, the City proposes to convey land to the Developer for the fair market value of $5,500,000, subject to the use limitations, restrictions, covenants, conditions and obligations assumed by the Redeveloper pursuant to the proposed Agreement; and WHEREAS, Iowa Code Chapter 403 (the "Urban Renewal Act") authorizes cities to enter into redevelopment agreements in furtherance of the objectives of an urban renewal project and to appropriate such funds and make such expenditures as may be necessary to carry out the purposes of said Chapter, and to levy taxes and assessments for such purposes; and 1 WHEREAS, neither the Urban Renewal Act nor any other Code provision sets forth any procedural action required to be taken before said economic development activities can occur under the Agreement, and pursuant to Section 364.6 of the Code of Iowa, it is deemed sufficient if the action hereinafter described be taken and the City Clerk publish notice of the proposal and of the time and place of the meeting at which the Council proposes to take action thereon and to receive oral and/or written objections from any resident or property owner of said City to such action. NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IN THE STATE OF IOWA: Section 1. The City Council does hereby declare its intention to consider the proposed Development Agreement with the CASL Holdings, L.L.C., which agreement includes the conveyance to CASL Holdings, L.L.C. of Lots 1, 2, 3, and 4, Block 1, County Seat Addition, Iowa City, Iowa, according to the recorded plat thereof recorded in Book 1 and 2, Page 253, Deed records of Johnson County, Iowa and a tract of vacated Harrison Street in the approximate size of 150 feet by 400 feet. Section 2. A public hearing on said proposal should be and is hereby set for July 27, 2015 at 7:00 P.M. in Emma J. Harvat Hall at City Hall, 410 E. Washington Street, Iowa City, Iowa, or, if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. Section 3. That the City Clerk is hereby directed to cause at least one publication to be made of a notice of said meeting, in a legal newspaper, printed wholly in the English language, published at least once weekly, and having general circulation in said City, said publication to be not less than four (4) clear days nor more than twenty (20) days before the date of said public meeting. Section 4. The notice of the proposed action shall be in substantially the following form: NOTICE OF PUBLIC HEARING OF THE IOWA CITY CITY COUNCIL ON THE MATTER OF THE PROPOSAL TO ENTER INTO A DEVELOPMENT AGREEMENT, WHICH INCLUDES THE CONVEYANCE OF LAND, WITH CASL HOLDINGS, L.L.C., AND THE HEARING THEREON PUBLIC NOTICE is hereby given that the Iowa City City Council will hold a public hearing on July 27, 2015, at 7:00 p.m. in Emma Harvat Hall, at City Hall, 410 E. Washington Street, Iowa City, Iowa, or, if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk, at which meeting the Council proposes to take action on the proposal to enter into a Development Agreement (the "Agreement") with CASL Holdings, L.L.C. (the "Developer"). The Agreement would obligate the Developer to invest $74,000,000 in development costs toward the construction of certain Minimum Improvements as defined in the Agreement on 2 certain real property located within the City -University Urban Renewal Area as defined and legally described in the Development Agreement. Said land is currently owned by the City of Iowa City and would be conveyed to CASL Holdings, L.L.C. pursuant to said Development Agreement. The project is expected to consist of the construction of two mixed-use buildings with Class A office space, retail and residential units, together with related site improvements; make a contribution to the City for affordable housing in the amount of $1 million; and dedicate 10% of the residential units to affordable housing, all designed and constructed to LEED Gold standards, and a hotel constructed to at least LEED Silver standards, as detailed in the proposed Development Agreement. In exchange for construction of the Minimum Improvements, the City proposes to convey land to the Developer for the fair market value of $5,500,000. A copy of the Agreement is on file for public inspection during regular business hours in the office of the City Clerk, City Hall, City of Iowa City, Iowa. At the above meeting the Council shall receive oral or written comments from any resident or property owner of said City, to the proposal to enter into the Agreement with the Developer. After all comments have been received and considered, the Council will at this meeting or at any adjournment thereof, take additional action on the proposal or will abandon the proposal to authorize said Agreement. This notice is given by order of the City Council of the City of Iowa City, Iowa, as provided by Section 364.6 of the City Code of Iowa. Dated this day of 92015. City Clerk, City of Iowa City, Iowa (End of Notice) PASSED AND APPROVED this 16th day of .Tune , 2015. 4 Mayor ATTEST: , City Clerk Approved by: City Attorney's Office ��P�S Resolution No. 15-215 ]Page 4 It was moved by Botchway and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective city offices as indicated therein, that no vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the Council hereto affixed this 16th day of .Tune , 2015. City Merk, City of Iowa City, Iowa (SEAL) Prepared by: Sara Hektoen, Assistant City Attorney, 410 E. Washington, Iowa City, IA 52240 RESOLUTION NO. RESOLUTION OF INTENT TO CONSIDER A PROPOSED DEVELOPMENT AGREEMENT WITH CASL HOLDINGS, L.L.C., WHICH INCLUDES THE TRANSFER OF LAND DESCRIBED THEREIN, AND SETTI1,NG A PUBLIC HEARING AND PROVIDING FOR PUBLICATION OF NOTI¢E THEREOF WHE EAS, in furtherance of the objectives of the Urban Yenewal Act, the City has undertaken a ogram for the clearance and reconstruction or rehabitation of certain areas in the City and has un ertaken an economic development area in the City and WHEREA\*t tober 2, 1969, the Iowa City City ouncil adopted Resolution No. 2157 approving thniversity Project IUrban Renewal an (Project No. IA R-14), which plan has been mod amended from time to time (sa' plan, as amended, is hereinafter referred to as the "enewal Plan" or "Plan"); and WHEREAS, such UNan Renewal Plan permit the City to respond to development opportunities as and when they ay appear; and WHEREAS, the City Coucil has adopted intended to a) attract new residential d commerci businesses, and c) encourage business pansion, n create jobs; iii) lower unemployment; incr ase increase tax revenues; vii) increase own sh' an revitalize underutilized or blighted areas; and WHEREAS, CASL Holdings, L.L. development of certain City -owned land 1( Street intersection, with a proposal for certain Economic Development Policies development, b) retain the City's existing order to i) increase economic activity; ii) wages; v) increase property values; vi) d entrepreneurial opportunities; and viii) d to the City's request for proposals for northwest corner of the Court and Linn $74,000,000 mixed-use project consisting of 2 buildings housing a hotel; Class A fhce space, re '1 and apartments, together with related site improvements; making a contribut' n to the City for ffordable housing in the amount of $1 million; and dedicating 10% of the esidential units to ordable housing, all designed and constructed to at LEED Gold stand s, as detailed in the pr osed Agreement; and WHEREAS, in exchang for construction of the Mi 'mum Improvements, the City proposes to convey land to the eveloper for the appraised val of $5,500,000, subject to the use limitations, restrictions, co enants, conditions and obligations ssumed by the Redeveloper pursuant to the proposed Agr ent; and WHEREAS, Iowa C de Chapter 403 (the "Urban Renewal Act") authorizes cities to enter into redevelopment agre de in furtherance of the objectives of an urban renewal project and to appropriate such fund and make such expenditures as may be necessary to carry out the purposes of said Chapte and to levy taxes and assessments for such purposes; and 1 WHEREAS, neither the Urban Renewal Act nor any other Code provision sets forth any procedural action required to be taken before said economic development activities can occur under the Agreement, and pursuant to Section 364.6 of the Code of Iowa, it is deemed sufficient if the action hereinafter described be taken and the City Clerk publish notice of the proposal and of the time and place of the meeting at which the Council proposes to take action thereon and to receive oral and/ written objections from any resident or property owner of said City to such action. '\ NOW THERE RE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IN TH STATE OF IOWA: Section 1. The City Chunci Development Agreement with th, conveyance to CASL Holdings, Iowa City, Iowa, according to the Deed records of Johnson County, I size of 150 feet by 400 feet. does hereby declare itJ intention to consider the proposed CASL Holdings, L. .C., which agreement includes the .C. of Lots 1, 2, 3, qfid 4, Block 1, County Seat Addition, corded plat thereof recorded in Book I and 2, Page 253, and a tract of v cated Harrison Street in the approximate Section 2. A public hearing on said I at 7:00 P.M. in Emma J. Harvat Hall at City if said meeting is cancelled, at the next me City Clerk. /should be and is hereby set for July 27, 2015 10 E. Washington Street, Iowa City, Iowa, or, the City Council thereafter as posted by the Section 3. That the City Clerk is her y di cted to cause at least one publication to be made of a notice of said meeting, in a leg newspa r, printed wholly in the English language, published at least once weekly, and havin general cirlation in said City, said publication to be not less than four (4) clear days nor mo e than twenty 20) days before the date of said public meeting. Section 4. The notice of the py6posed action shall be\in substantially the following form: NOTICE OF PUBLIC HEARINGPF THE IOWA CITY Cl Y COUNCIL ON THE MATTER OF THE PROPOSAL TO EN ER INTO A DEVELOP ENT AGREEMENT, WHICH INCLUDES THE CONVEYA E OF LAND, WITH CASL OLDINGS, L.L.C., AND THE HEARING THEREON PUBLIC NOTICE i hereby given that the Iowa City ity Council will hold a public hearing on July 27, 2015, 7:00 p.m. in Emma Harvat Hall, at City Hall, 410 E. Washington Street, Iowa City, Iowa, o , if said meeting is cancelled, at the ne t meeting of the City Council thereafter as posted by t e City Clerk, at which meeting the Coun it proposes to take action on the proposal to enter ' to a Development Agreement (the "Agreement") with CASL Holdings, L.L.C. (the "Develo r"). The Agreement would obligate the Developer to invest $74,000,000 in development costs toward the construction of certain Minimum Improvements as defined in the Agreement on certain real property located within the City -University Urban Renewal Area as defined and 2 legally described in the Development Agreement. Said land is currently owned by the City of Iowa City and would be conveyed to CASL Holdings, L.L.C. pursuant to said Development Agreement. The project is expected to consist of the construction of two mixed-use buildings with Class A office space, a hotel, and residential units, together with related site improvements; make a contr ' ution to the City for affordable housing in the amount of $1 million; and dedicate 10% of the es len units to affordable housing, all designed and constructed to LEED Gold standards, as dela' ed in the proposed Development Agreement. In exchange for construction of the Minimum Imp vements, the City proposes to convey land to the Developer for the appraised value of $5, 0,000. A copy of the Agr Tent is on file for publicins ction during regular business hours in the office of the City Clerty Hall, City of Iowa City, owa. At the above meetin\habeen il shall rec ve oral or written comments from any resident or property owner oto the pro sal to enter into the Agreement with the Developer. After all commereceive and considered, the Council will at this meeting or at any adjournmene additio al action on the proposal or will abandon the proposal to authorize said Ag This notice is given by order of tl provided by Section 364.6 of the City Code Dated this day of Notice) Council of the City of Iowa City, Iowa, as City PASSED AND APPROVED this _ day of Mayor ATTEST: City Clerk Approved by: ;p.,.. 4,e� City Attorney's Offic G Ifs l 9 3 2015. City of Iowa City, Iowa 2015. NOTICE OF PUBLIC HEARING ON PLANS, SPECIFICATIONS, FORM OF CONTRACT, SPECIAL PROVISIONS AND ESTIMATE OF COST FOR THE WILLOW CREEK/KIWANIS PARK IMPROVEMENTS PROJECT - PHASE 1, IN THE CITY OF IOWA CITY, IOWA TO ALL TAXPAYERS OF THE CITY OF IOWA CITY, IOWA, AND TO OTHER INTERESTED PERSONS: Public notice is hereby given that the City Council of the City of Iowa City, Iowa, will conduct a public hearing on plans, specifications, form of contract, special provisions and estimate of cost for the construction of the Willow Creek/Kiwanis Park Improvements Project — Phase 1 in said city at 7:00 p.m. on the 16th day of June, 2015, said meeting to be held in the Emma J. Harvat Hall in City Hall, 410 E. Washington Street in said city, or if said meeting is cancelled, at the next meeting of the City Council thereafter as posted by the City Clerk. Said plans, specifications, form of contract, special provisions and estimate of cost are now on file in the office of the City Clerk in City Hall in Iowa City, Iowa, and may be inspected by any interested persons. Any interested persons may appear at said meeting of the City Council for the purpose of making objections to and comments concerning said plans, specifications, contract or the cost of making said improvement. This notice is given by order of the City Council of the City of Iowa City, Iowa and as provided by law. MARIAN K. KARR, CITY CLERK 06- r L:71 6 ^�I,® CITY OF IOWA CITY MEMORANDUM Date: June 9, 2015 To: Tom Markus, City Manager From: Michael Moran, Director of Parks and Recreation Re: Plans, specifications, form of contract, and estimate of cost for the Willow Creek/Kiwanis Park renovation project. Introduction: Public Hearing and approval of plans and specifications for the Willow Creek/Kiwanis Park renovation Project. History/Background: The City of Iowa City contracted with HBK Engineering to prepare a comprehensive Park Master Plan for Willow Creek and Kiwanis Parks. They were asked to create a master plan directing staff, Commission and the public for future development, redevelopment and enhancements of the park system to include open space, trails, facilities, programs and services. Discussion of Solution: Parks and Recreation Staff met with the Willow Creek/Kiwanis Park neighborhood to discuss their concerns and priorities for the improvements of these parks. It was determined that the improvement priorities will include creek bank restoration, trail improvements, an additional restroom and a youth baseball backstop. Financial Impact: The additional costs for this project will be ongoing maintenance expense for the city's Parks and Recreation Department. The estimated cost for this project is $350.000. These funds for this project are available in CIP Project #4322. Recommendation: Approve the plans, specifications and contract as outlined. Prepared by: Michael Moran, Parks & Recreation Department, 220 S. Gilbert St., Iowa City, IA 52240 (319) 356-5104 RESOLUTION NO. 15-216 RESOLUTION APPROVING PLANS, SPECIFICATIONS, FORM OF CONTRACT, AND ESTIMATE OF COST FOR THE WILLOW CREEK/KIWANIS PARK RENOVATION PROJECT, DIRECTING CITY CLERK TO PUBLISH NOTICE TO BIDDERS, AND FIXING TIME ANDD PLACE FOR RECEIPT OF BIDS. WHEREAS, notice of public hearing on the plans, specifications, form of contract and estimate of cost for the above-named project was published as required by law, and the hearing thereon held; and WHEREAS, funds for this project are available in the CIP account #4322. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA THAT: 1. The plans, specifications, form of contract and estimate of cost for the above-named project are hereby approved. 2. The amount of bid security to accompany each bid for the construction of the above- named project shall be in the amount of 10% (ten percent) of bid payable to Treasurer, City of Iowa City, Iowa. 3. The City Clerk is hereby authorized and directed to publish notice, not less than 4 and not more than 45 days before the date for filing the bids, for the receipt of bids for the construction of the above-named project in a newspaper published at least once weekly and having a general circulation in the city. 4. Sealed bids for the above-named project are to be received by the City of Iowa City, Iowa, at the Office of the City Clerk, at the City Hall, before 3:00 pm on the 8th day of July, 2015. At that time, the bids will be opened by the City Engineer or his designee, and thereupon referred to the City Council of the City of Iowa City, Iowa, for action upon said bids at its next regular meeting, to be held at the Emma J. Harvat Hall, City Hall, Iowa City, Iowa, at 7:00 p.m. on the 27th day of July, 2015, or if said meeting is cancelled, at the next meeting the City Council thereafter as posted by the City Clark, or at a special meeting called for that purpose. Passed and approved this 16th day of June , 2015. / ? Approved, `by _ ATTEST:�1�/ CITY CLERK City Attorney's Office pweng\masters\res appp&s.doc 6115 Resolution leo. Page 2 15-216 It was moved by Payne and seconded by Botchway the Resolution be adopted, and upon roll call there were: AYES: DAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton Prepared by: Chris O'Brien, Director of Transportation Services, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5156 RESOLUTION NO. RESOLUTION A THORIZING THE MAYOR TO IGN AND CITY CLERK TO ATTEST A LEA AGREEMENT WITH PHOE X CHILDREN'S ACADEMY, INC. FOR LEASE COURT STREET TRANSP RTATION CENTER SPACE. WHEREAS, Phoenix Childre ' Academy Inc. was a igned a lease of approximately 8,083 square feet of ground floor co ercial space within a Court Street Transportation Center in 2013; and WHEREAS, Phoenix Children's Acad y, Inc., wishVs to continue to operate Apple Tree Daycare service from the Court Street Transportion Center; and WHEREAS, Phoenix Children's Academ , Inc. including a five year initial term and two multiNve, WHEREAS, City staff feels the terms of the WHEREAS, approval of the Lease is in the NOW, THEREFORE, BE IT RESOLVED BY IOWA, THAT: 1. The attached Lease is approved. 2. The Mayor and the City Clerk are au c the Lease attached hereto. 3. The City Manager is hereby author' ed Inc., as well as any subsequent re wal Passed and approved this ATTEST: CITY CLERK negotiated with City staff for Lease terms ons; and are fair and appropriate; and IL OF THE CITY OF IOWA CITY, and directeV to respectively execute and attest to execute the leaseV Phoenix options, as provided in he attacl day of MAYOR 4dren'dMcademy, s C= ro CA ci A roved by City Attorney's Office LEASE THIS LEASE (the "Lease") dated this day of , 2015, is made and entered into by and between the City of Iowa City, Iowa, a municipal corporation, ("Landlord"), and PHOENIX CHILDREN'S ACADEMY, INC., a Delaware corporation ("Tenant"). WITNESSETH That for and in consideration of the rentals hereinafter resetved and of the mutual covenants and ageements hereinafter set forth, Landlord and T nant do hereby agree as follows with theNntent to be legally bound hereby: Section 1. (a) Fo and in consideration of the Rent ( defined in Paragraph 3 of this Lease) and of th covenants, conditions and a reements herein contained, Landlord hereby leases Tenant, and Tenant her y leases from Landlord, the property and building locate at 325 South Dubuque t., Iowa City, in the County of Johnson and State of Iowa, ether with all impro ements, appurtenances, fixtures, rights and privileges thereto con 'sting of approxim tely 8,083 square feet of improved building space plus a playground rea out of the building of approximately 2,733 square feet (collectively, the "Pre es"), as f her described in Exhibit A — Legal Description, and as shown on Exhibi B — Sit and Floor Plan, attached hereto and- made nd-made a part hereof. Section 2. Term. The term of this (the "Term"), commencing on July 1, 201 2020, unless extended pursuant to Sey pursuant to the provisions of this Lease. Section 3. Rent. shall be for a period of five (5) years terminating at midnight on June 30, of this Lease, or earlier terminated (a) Tenant shallpa to Landlord as bas rent for the Premises the sum of $91,200.00 annually, payable i equal monthly install ntsat the rate of $7,600.00 per month for each month of the erm. Rent payments sha increase annually, starting with the July 1 st payment, by 3 0 or all terms. (b) All Base Fent shall be paid monthly, in adv ce, on the first day of each month during the Term Or any extensions thereof. (c) Payme t of Base Rent shall be made to The City of Iowa Cit�tt'n: Assistant Controller, 410 . Washington St., Iowa City, IA 52240, or at std otheO lace as shall from time to time a designated by Landlord in writing. � c-- (d) If L ndlord does not receive payment of any instal o4k ent any other sum or charge required to be paid by Tenant to Landlord herein r, tF,in t cn (10) days after the same falls due (regardless of whether Tenant has received notice of the delinquency), Landlord may impose a late charge equal to five percent (5%) of the amount of such delinquent sum and if such sum is not received by Landlord within thirty (30) days of its due date, such sum shall, in addition, bear interest at the Default Rate from the due date until the date paid." The Default Rate is defined earlier in that least as 10% per annum. I (e) All sums other than Base Rent requir d to be paid by Tenant pursuant t this Lease, whether to Landlord or to other pa ies, shall be considered as "Additional ent." Base Rent and Additional Rent are som times collectively referred to in this Lease s "Rent." The failure to pay any item of ditional Rent shall carry the same consequ ices as the failure to pay Base Rent. Section 4. (a) T Tenant, during all terms, s II berespo taxes and assessments which ay be imp pay all taxes assessed against nd ley ie personal property of Tenant conta ed in estate tax' includes any form of to , as income tax, franchise tax, levy, penal direct or indirect power to tax, including a any school, agricultural, lighting, drainage public or quasi -public agency or govern interest of Landlord in the Premises, upo the premises, or upon Tenant's use or o c nsible f all general ad valorem real estate osed u on the Premises. Tenant shall further d upo Tenant's trade fixtures, and all other the emises. As used herein, the term 'real ass ent, license and permit fees, rent tax, or ax imposed by any authority having the ity, county, state or federal government, or other improvement district thereof or any ent authority, upon any legal or equitable Landl 's right to rent or business of leasing upancv o he Premises. Tenant shall pay, as additional rent, o the 1St day of ea month during the term of this lease, an amount calculated by La lord to provide for )a lease, installments of real estate taxes and special assessme ts, as those taxes and ssessments accrue. The monthly payment shall be adjuste from time to time as the sts of real estate taxes are known so that the amount hel by landlord will be sufficient t ay those obligations in full and in a timely manner. Any deficiency in the amount Pcessary to timely pay the obligations p vided for shall be promptly reimbursed by 7enant upon notice. At the end of the lease period a reconciliation will take plac to refund any excess funds collected by Landlord to Tenant, or for Tenant to pa Landlord whatever additional sums are needed to account for all taxes accrued during enant's tenancy. N Tenant and Landlord agr a to promptly provide the other with copies of Meme for taxes so that payment c n be made in a timely manner and each can m e'al the amount of the payments ue and made. _ �-•.. --irl) ry 2 C (b) Landlord shall promptly pay and discharge operating expenses of the Premises consisting, of all landscaping, the cost of maintenance and repair of the exterior of the building, snow removal and cleaning of the sidewalks and parking areas. It is the intent that, except as may be otherwise provided in this Lease, Landlord shall contract for and directly incur and discharge all operatingexp ns es for the Premises, including exterior lighting, but excluding janitorial services, tras removal, and utilities, which shall be separately metered and which are the responsi ility of Tenant. Tenant shall be respon le for cleaning and janitorial services for the i terior of the Premises. Landlord shall be esponsible for cleaning exterior windows the Premises twice a year. Tenant may h to enhance the upkeep of the sidewalk nd exterior windows as needed outside of this et maintenance schedule. (c) Landl d covenants and agrees that its II maintain or cause to be maintained, the Common Ar, s of the Land and the buildin in good order and repair at its sole cost and expense, con 'stent with the standards ap licable to first-class retail or mixed-use developments withi the trade area in wh' h the Property is located. Common Areas is defined as an shall consist of all f cilities available for joint use, such as parking areas, landscape areas, streets, s' ewalks, driveways, elevators, loading platforms and other facilities a ilable for joint se, all as they may from time to time exist and be available to all the nants on t Property and their employees, agents, customers, licensees and invitees. Section 5. Use. (a) Tenant shall use the PremigN for child care and/or early education services, and related services, and for no other ur se. (b) Landlord shall obtain a ertificate\.Landlord ncy for the Premises, if one is required by applicable law for Tena 's occuparepresents that the Premises comply with all applicable local, state and fs, ordinances, statutes, orders, rules and regulations ("Laws") a of the dateease, and that Tenant's proposed use of the Premises is in com lance with aponing ordinances. (c) Tenant shall obt in all necessary permits quired by the city, county or any governing authority ving jurisdiction over the Pmises in order for Tenant to lawfully conduct its busi ss as described in Paragraph (a) above on the Premises. Tenant shall make dill nt, good faith efforts to obtain all uch permits so required as soon as possible after he execution of this Lease. (d) Notwithsta ing any other provision of this Lease, Ten nt shall not be required to operate in the emises, and no term or condition of this Lea\e shall be deemed to be an impliedc enant to operate. In the event, however, th Tenant discontinues operations at t Premises, Tenant shall continue to pay Rent and erform its obligations as required this Lease. Section 6. CorAbliance. Tenant shall, during the Term of this Lease, cafform the use Tenant make of the Premises to all Laws, provided that the pro ns;e'f this C 3 . <r � �t Paragraph 6 shall not require the Tenant to rebuild, repair or alter the Premises and/or the improvements forming a part of the Premises in order to make said Premises and/or improvements comply with any such Laws, and provided further that if Tenant is legally unable to use the Premises for the purposes specified in Paragraph 5(a), Tenant shall have the right to terminate this Lease immediately upon written notice to Landlord. Landlord shI make any structural additions or improvements to the Premises which are necessarin order for the Premises to be in compliance with Laws. Section ADA Compliance. Landlord and Tena t agree that any improvements un ertaken on the Premises shall be pertormed i accordance with the Americans With D abilities Act Accessibility Guidelines, to the xtent applicable under Title 111 of the Ameri ns With Disabilities Act (ADA). Furthermor , Landlord and Tenant agree to make "goo faith" efforts to comply with the ADA uidelines regarding the Premises. To the best f Landlord's and Tenant's knowledg , the Premises currently comply with the ADA. Section 8. Chanae's. Alterations and Additions. Tnant shall have the right to make any minor change, a ration or addition to the remises without Landlord's approval, provided such Chan , alteration or improve ent costs no more than FIVE THOUSAND AND 00/100s DOL RS ($5,000.00). N change, alteration or addition costing more than $5,000.00 shall made to the Pr ises by Tenant without the prior approval of Landlord, which approv shall not be nreasonably withheld or delayed; provided, however, that repainting, rep ering or c anging of floor covering is excluded from said $5,000.00 threshold. In seeki Landl rd's approval, Tenant shall submit a written description of the proposed work al g wi h plans and drawings respecting same to Landlord for Landlord's approval, which oval shall not be unreasonably delayed or withheld. Landlord shall approve or disap ove same within fifteen (15) days after receipt thereof, and if Landlord fails to disap ro such plans and drawings by notice in writing to Tenant within such time, they sh II be emed approved. Landlord agrees, if necessary, to join in any applications to overnm tal authorities for such permits as may be required to do the work cont plated in is Paragraph 8. Any permanent additions to or alterations of thePre ses which can t be removed without material damage to the Premises, except Te nt's Personal Pro erty (as hereinafter defined), shall become a part of the realty a d belong to Landlord Mess otherwise agreed by Landlord and Tenant. Tenant's re vable paneling and wall ' tures and furniture, trade fixtures and signs used in Tenan ' business ("Tenant's Perso I Property") shall at all times remain Tenant's Persona Property, and may be remove from time to time by Tenant or other occupants of a Premises; provided, however, hat Tenant shall be responsible for the cost of an physical damage to the Premises ca sed by the removal of any such Personal Prop rty, but not for any diminution in value of the Premises caused by the absence the Personal Property removed or by any necessity for replacing such Per Property. In no event shall Tenant make any changes, modifications, alteration , or additions to the exterior of the Premises without Landlord's specific written approv , notwithstanding any provision contained herein to the contrary. Section 9. Signage. Tenant shall be allowed a cabinet sign the 3) met high by ten (10) feet wide, to be located on the building facade directly of a btran 0 .... --ted i 4 c.rt c.rt canopy. Sign construction shall be an extruded aluminum bleed face cabinet with internal fluorescent illumination. Graphics shall be cut out of the aluminum face panel and backed up with translucent acrylic. Landlord shall provide such signage at its expense. Section 10. Repairs and Maintenance. (a) Landlord, at Landlord's sole cost and exp se, shall maintain, in good condition, the structural parts of the Premises, which shall include, without limitation, the oundtios, bearing and exterior walls (exclu ing glass), subflooring, floor slabs, roof the unexposed electrical, plumbing and sew rage system, as well as the gutters and wn spouts on the building. Landlord sha secure and maintain all available building,\an tion and manufacturer's warr ties on the construction including, but noto, the electrical, plumbing, eating, ventilating and air conditioning systeshall enforce the same for Tenant's benefit when so requested. Landlormptly correct and pay for all xpenses associated with any construction defect (b) Except as rovided in Section 1(a) above or Sections 10(c) and 10(d) below, Tenant, at Tenant' sole cost and exp nse, shall maintain and repair the non-structural interior portions of he Premises i good condition including, without limitation, by maintaining and repa 'ng all int r walls, storefronts, floors, ceilings, interior and exterior doors, interior and xterior wi dows, and fixtures. (c) Landlord shall deliver a emises to Tenant with the parking area in good condition, and Landlord shall pe r all repairs necessary to maintain the parking area in good condition including, but t limited to, filling holes and resealing as necessary, but subject to normal wear an tear and damage by casualty or condemnation. Regular, periodic maintena ce of a lawns, landscaping and shrubbery as well as snow and ice removal from a exterio areas shall be the responsibility of Landlord. Tenant shall maintain the ayground ea, playground equipment, and playground fencing at Tenant's sole cos and expense. (d) Tenant shall, at it sole cost, maintain Ind make all minor repairs to the heating, ventilating and air-cond' Toning system and oth r equipment that is affixed to the Premises, and shall purchas a maintenance contract r same, providing for the periodic inspection and maintena a of the system. In the eve t that any such system or equipment cannot be repaire and must be totally replaced, r any repair costs in excess of SEVEN HUNDRED ND FIFTY DOLLARS ($750.00), hen Landlord shall pay the costs of such major re it or replacement, unless such repai are necessitated by the negligence of Tenant. he systems shall be operated by Ten t so as to keep the Premises warm in the nter and cool in the summer consistent 'th a first; class office building in the Iowa C' y, Iowa area. n c_ (e) Upon xpiration or termination of this Lease, Tenant s ender the Premises to Landlor in the same condition as existed at the commQcKme�of t� Term, except for reas able wear and tear, condemnation, or for danT coed by 5 CA (rA fire or other casualty. In no event shall Tenant be required to maintain or restore the Premises to a condition greater than the condition of thePemises at the time Tenant took occupancy. Section 11. Indemnity. Landlord hereby disclaims, nd Tenant hereby releases the Landlord from ny and all liability, whether in contract r tort (including strict liability and negligence) fo any loss, damage or injury of any na re whatsoever sustained by Tenant, its employ\unless nts or invitees during the ter of this Lease, including, but not limited to, loss, or injury to the property of enant that may be located or stored in the Premss such loss, damage or inj ry is caused by the Landlord's gross negligence l misconduct. The partie hereby agree that under no circumstances shaandlord be liable for in rect, consequential, special or exemplary damager in contract or tort (inclu ing strict liability and negligence), such as, but not lims of revenue or anticip ed profits or other damage related to the leasing of ths nder this Lease. Section 12. Utilities and Xanitorial. to the building on the Premises in\Ten gas, fuel, electricity, and all othe business at the Premises during which will be provided by Landlorcleaning and janitorial services at Section 13. Inspection. Tenant sh upon twenty-four (24) hours' prior notice working hours for the purposes of exa repairs Landlord is required to make. L interfere with the operation of Tenant's usi Landl d has previously installed all utilities eters. enant shall pay for all water, sewer, sup lied to Tenant in the operation of its ;ab to the Term, except exterior lighting, s all pay for telephone service and regular II Ilow Landlord access to the Premises Te nt, at reasonable times during normal ining exhibiting the Premises or making andlord §ball use reasonable efforts not to Hess. I• M M a Section 14. Damage to or Destruction of Premises. (a) In the event of minor damage (costing less than $20,000.00 to repair) to the Premises by fire or any other cause, which renders the Premises untenantable in part by Tenant, and Tenant is able to conduct its business therein, and Tenant continues to occupy such Premises in part, the Base Rent shall be apportioned and reduced from the date the damage occurs in the pr;prt n the untenantable building quare footage of the Premises bears to the entiding square footage of the Pre, tses until the damage has been repaired unless mam ge was caused by Tenant o\Preises agent. Landlord shall direct all repaiu use of insurance proceeds In the event of substantial damage, idestruction (costing more tha.00 to repair), to the Premises by firey other cause, which renders tises untenantable in whole or in sut that Tenant cannot practicabl' s business therein in Tenant's reasondgment, the Rent shall wholly abth date the damage occurs until thege has been repaired unless dclu 'ng destruction was caused by t or Tenant's agent. Landlord t all r airs through use of insurance prs. (c) In the entof either minor or su stantial damage, unlessthis Lease is terminated as her ,ft provided in Paragra h 14(d) below, Landlord shall commence within ten (10) days er the date the dama a occurs to repair the Premises to the same condition as existed i mediately prior to uch damage, and Landlord shall complete such repair with due dili nce and dispa h. If the damage is not repaired within a reasonable time, or in any vent within ixty (60) days from the date the damage occurs in the case of minor da age and ne hundred twenty (120) days from the date the damage occurs in the case f subs ntial damage, Tenant shall have the right to terminate this Lease by giving Lan for written notice within fifteen (15) days after either such applicable time period. Up such termination, any unearned Base Rent or other payments paid in advance beyo the date of damage shall immediately be refunded to Tenant. (d) In the event the dam to the emises is by fire or by any other cause and equals or exceeds fifty percent 50°/a) of the eplacement value thereof as of the date such damage occurs, either T Want or Landlo may elect to terminate this Lease by giving notice in writing of suc election to the oth r party within ten (10) days from the date the damage occurs. Up n such termination, a unearned Base Rent or other payments paid in advance b and the date of da shall immediately be refunded to Tenant. (e) The Iowa Ci XEngineer shall be the ultimate arbh1qr of any disputes as to whether the damage of destruction of the Premises is "mi or damage" or "substantial damage," or whet er the damage to the Premises equals OT exceeds fifty percent (50%) of its replace nt value. Section 15. Cond nation. "v o © "? C= 7 Cl>'< r V=<(— M CA Qn (a) If the whole or any substantial part of the Premises (more than twenty-five percent (25%) of the Premises or Premise's parking area) shall be taken or condemned by any competent authority for any public use or purpose (or deed given in lieu thereof), Landlord shall notify Tenant immediately, in writing, and Tenant may elect, upon receipt of such notice, to terminate the Lease by providing written notice of such election to Landlord. If Tenant does not provide written notice of such election to Landlord within thirty (30) days of receipt of Landlord's notice, the Term of this Lease shall end upon,' and not before, the date when the possession of the part so taken shall actually be requ'red for such use or purpose or, in the alternative, the Premises shall be reduced to elimi ate any portion taken. Rent shall thereupon be yapportioned as of the date of such term ation. (b) \and y part of the Premises shall be tak n or condemned, and Tenant is able, in itjudgment, to continue to operate its b siness on the Premises, then this Lease shatinue in full force and effect, and the ase Rent due thereunder shall abate proportito the extent that Tenant is depri d of usable area either in the building or otheand as of the date of such depr ation. If Tenant, in its sole judgment, is not abntinue to operate its business n the Premises, Tenant may elect to terminate thas upon written notice to Land rd. If Tenant does not elect to terminate the Leasr t 's Paragraph 15(b), Landl rd shall, at Landlord's sole cost and expense, restorem ining portion of the Pr ises to the extent necessary to render it reasonablyble for he purposes for whi it was leased, and shall make all repairs to each buiforming art of the Premis s to the extent necessary to make each building a comand finis d architectura unit of similar quality as prior to the condemnation. Section 16. Default. If a brea of a provision hereunder by either party continues uncured or is not being dilige ly osecuted at the end of thirty (30) days after receipt of written notice from the other rty stating with particularity the nature and extent of the breach, the breach shall be e a "Default" hereunder, and the party giving such notice may terminate this Leas b ritten notice of termination. No delay or omission of either party in exercising any right ccruing upon any Default of the other party shall impair such right to be constr d to be waiver thereof, and every such right may be exercised at any time during th continuanc of such Default. A waiver by Wr of the parties of a breach or a Defa under any o the terms and conc&ns qfghis Lease shall be exclusive and shall n t be deemed a Iver of any subse beach -on or Default of the same or any other rm, condition or co nant of this Le powthe .,,..� occurrence of a Default by Tenant andlord, at its option, ay at such tuts s 'may determine in its sole discretion, c ncurrently or successive) without beings emed to have waived any rights or to ha made an election in any c umstance,nyall M of the following: 0 (a) Landlord ay serve upon Tenant a notice th t this Lease aNthe then unexpired Term here shall terminate and become absolu ly void on a date specified in such notice, to a not less than thirty (30) days after the to of such notice. On the expiration of the ime limited in such notice, this Lease and the Term herein granted, as well as all f the right, title and interest of the Tenant reunder, shall, except as to the rights and remedies of Landlord upon termination as provided herein, terminate and become void in the same manner and with the same force and effect as if the date fixed in such notice were the date originally specified for the expiration of the Term herein demised. The Tenant shall then immediately quit and surrender to Landlord the Premises, including any and all buildings and improvements thereon, but not including Tenant's ersonal Property, and Landlord may then, or at any time thereafter, without judicial pr ceediin of any kind, enter into and re ossess the Premises, breaking open loc d doors, if necessary, and may use suc force as it may deem necessary to effect such entrance and may remove all occ pants and any property thereon. Landlord m y, but shall not be obligated to, obtain p ssession of the Premises by forcible entry and etainer or any other judicial proceedi g which it may, in its sole discretion, institute for uch purpose. (b) Witor without re-entering and btaining possession of the Premises, Landlord may ase the Premises to any of r person or entity, upon such terms as the Landlord m deem reasonable, in its r asonable discretion, and for a term within or beyond the T rm of this Lease. Tenant all be liable for any loss in Rent through the date of such re enting, together with penses or costs incurred by the Landlord in re -renting the P mises, for the pay ent of commissions, whether the recovery of the Landlord shall classed as rent o damage or otherwise, and Landlord may recover such loss at any 'me, or from ti to time, after any of the foregoing events, whether prior to the end o the Term her n granted or otherwise. (c) The parties her to waive rial by jury in any action, proceeding or counterclaim brought by either party Vent he other on all matters arising out of or in any way connected with this Lease, tionship of Landlord and Tenant, Tenant's use or occupancy of the Premises, anaim of injury or damage. Both parties shall be obligated to mitigate damages in thof Default. (d) In the event of bre ch or threatened breach by Tenant or Landlord of any covenant or condition ereof, a aggrieved party shall have the right of injunction to restrain the same and t right to ' voke any remedy allowed by law or in equity whether or not other remedie , indemnity\sta ursements are herein provided. The various rights and remedies, p wers, optionlections reserved, expressed or contained in this Lease are distinc , separate anative, and no one of the shall be deemed to be exclusive of the other rights, s, powers or options provided herein, or are not or may herea r be conferred to or by state law. (e) No such ermination of this Leas nor taking nor recovering possession of the Prem': Landlord of any remedies become due for the breac bringing of any such )bra resort to any other re or damage for such forfeiture and to obtai s with or without termination f this Lease, shall deprive actions against Tenant for Re or for damages due or to actions any covenant or condition her in contained, nor shall be for Rent, or breach of any coven nt or condition, nor the herein or otherwise provided for the ecovery of Base Iftnt i, be construed as a waiver of the r ht to ins" upor-Xhe ession in the manner herein provided. n .,.,rC--) tv "•• 9 .tea a. CA to (f) If Landlord defaults in the performance of any of its obligations under this Lease, which default continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such thirty (30) day period and diligently pursued such efforts to complete such cure), Ten nt may, at its option, in addition to any other remedy available at law or in equity, termin to this Lease upon written notice to Landlord, or incur any expense reasonably neces ary to perform the obligation of Landlord specified in such notice and charge Landlord f r reasonable costs incurred in performing such obligation. In the event of non-payme t for thirty (30) days after written notice, TenaPt shall have the right to set-off such amou s due against the next ensuing payments) f Base Rent. Section 17. Ba ru tc . In the event the leasehold a ate created hereby shall be taken in execution or y other process of law, or if Tena shall be judged insolvent or bankrupt pursuant to th provisions of any stat/ee al insolvency or bankruptcy law, or if a receiver or trust of the property of TII be appointed by reason of Tenant's insolvency or inabi to pay its debts, oassignment shall be made of Tenant's property for the ben it of creditors, thenany of such events, Landlord may terminate this Lease by wr en notice to Tenided, however, if the order of court creating any such disabiliti s shall not be reason of pendency of such proceedings, or appeal from suc order, then shall not have the right to terminate this Lease so long as Ten t performs itions hereunder. Section 18. Environmental RekesentatL6ns and Indemnities. Tenant warrants, represents and agrees that Tenants II no at any time during the Term or any extension, use, store, treat, transport, m of cture, handle or produce any hazardous material as defined by any federal, state or al law (whether gas, liquid or solid) at the Premises, except to the extent such is part Tenant's business (in which case Tenant shall comply with all environmental laws ith espect thereto), nor shall Tenant use or occupy the Premises, or suffer the use d oc upancy of the Premises, in violation of any environmental laws. Tenant agrees o indem ify, defend (with counsel approved by Landlord) and hold Landlord and its a )joy a d agents harmless from any claims, judgments, damages, penalties, fi es, costs, Ii bilities (including sums paid in settlement of claims) or loss, inclu ng attorney's fe s, consultant's fees and expert's fees (consultants and experts to be elected by Landlo ) from or in connection with any environmental condition at or affe ing the Premises to t extent resulting from the acts or misconduct of Tenant, its offi ers, directors, employe , agents or invitees. Without limiting the generality of the fo egoing, the indemnificatio provided by this Paragraph 18 shall specifically cover c is incurred in connection w' any investigation of site conditions or any clean-up remedial, removal or restorati n work required by any federal, state or local g ernment agency or political su ivision because V an environmental condition t t is a result of the acts or miscondu ofTenA.its oMcers, directors, employees, a nts or invitees. Landlord represents that it is u rekf' any - environmental conditi s at the Premises. In the event any sucb,_4e-existing,, environmental conditi ns are later found to exist, then Tenant shall ha c*e rqht tr— terminate this Lease . it is unable to operate at the Premises, and in any 6Mt Laadlor7 10 ut CA agrees to indemnify, defend (with counsel approved by Tenant) and hold Tenant and its agents and employees harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney's fees, consultant's fees and expert's fees (consultants and experts to be selected by Tenant) from or in connection with any environmental condition at or affecting theremises to the extent resulting from a pre-existing condition or from the acts or misco uct of Landlord, its officers, employees, managers, agents or invitees. Without limitin the generality of the foregoing, the indemnification provided by this Paragraph 18 sh II specifically cover costs incurred in connection with any investigation of site conditions r any clean-up, remedial, removal or restoration work required by any federal, state or cal government agency or political subdivision because of an environmental con ion which is the result of the acts or misconduct of Landlord, its officers, managers, a ployees, agents or invitees. / Section 19. (a) Lan ord and Tenant shall each at all tim s during the Term of this Lease cause to be maint 'ned in force an insurance policy r policies covering bodily injury and property damage iability resulting from injury oc rring to persons in or about the Premises, in an amoutX not less than TWO MIL ON DOLLARS ($2,000,000) combined single limit. Tena shall at all times caus to be maintained in force an insurance policy or policies covOVing its personal prope in and about the Premises. (b) Landlord shat be named as an dditional insured on Tenant's said policies and be provided with prio notice of an cancellation or termination of said policies. Tenant shall provide a cert i ate of suc insurance to Landlord annually upon each renewal of its policy. (c) All policies provided nd r this Paragraph 19 shall be issued by a company or companies responsible and au orized to do business in the State of Iowa. (d) Tenant and Land and waive their right of recovery agai officers, employees, agents and repre, loss or damage arising out of or inc' such party, whether due to the eg employees, contractors and/or in tee: shall be endorsed to so provide. or ea h hereby release and relieve the other, t the her and against the partners, directors, entatives f the other, for direct or consequential ant to therils covered by insurance carried by ligence of L ndlord or Tenant or their agents, ;. All insuranc policies required under this Lease Section 20. Mechani s Liens. Tenant will not p it any mechanics' or material men's or other liens to stan against the Premises for an labor or material furnished to Tenant in connection with ork of any character performe on the Premises. Landlord will not permit any /any ns for work or material furnished Landlord to stand against the Premises. Lannd Tenant shall respectively have the right to contgg the validity or amount such lien, but upon the final determination of 46ph que-Mions shall immediately padverse judgment rendered with all proper cos'Od rrgess.,, and shall have the lien released at the contestant's own expense. If Lan&pW or�F nariC A -•.. t M cn Cn r desires to contest any such lien, then prior to commencing such contest it will furnish the other party with a bond, if requested, to secure the payment of such obligation. Tenant shall have no authority to incur any indebtedness giving a right to any lien of any kind upon Landlord's interest in the Premises. S ction 21. Assignment or Subletting. Tenant may not assign this Lease or sublet th Premises in whole or in part without the written consent of Landlord, which consent s all not be unreasonably withheld, conditioned or elayed. Tenant shall remain liabN for the performance of all obligations set forth in is Lease following any ' permitted as nment or sublease. Section 2%. Renewal Term. (a) NIf Tenant is not otherwise in Default b yond the applicable cure periods as defined in ection 16 of this Lease, Tenant shat ave the right to extend the Term of this Lease, the same terms, conditions and ovenants as are contained herein, except as specs ' ally set forth herein, upon givi Landlord written notice not less than ninety (90) da prior to the expiration date Pf the initial Term or Renewal Term, as applicable, for tw (2) additional periods of fiv (5) years each (the "Renewal Term" or "Renewal Terms" ). The Renewal Terms, if exercised, shall commence immediately upon the expiration f the original Term o Renewal Terms, as applicable. (b) If Tenant exe 'ses its right t extend the Lease for additional Renewal Terms as set forthin Sec ' n 22(a) he ein, Base Rent shall be increased annually for each such year of the R ewal Te m by two (2) percent over the rent amount due for the prior year. Rent owe uring he Renewal Term shall be payable in the same manner as required during th inif I Term. Failure by Tenant to timely exercise a Renewal Term shall terminate ant's rights to exercise any Renewal Term, time being of the essence. If Tenant f to timely exercise any Renewal Term, then Landlord shall have the right to display Fo ent" or "For Sale" or similar signage at the Premises (including affixing such si age o the building or windows thereof as Landlord may determine) during the final inety (90 days of the Term or the Renewal Term. As used herein, the word "Term" y refer to th initial Term of five (5) years and any properly exercised Renewal Term, the context sh Il require. Section 23. Holdover. Any ho ing over after the ex 'ration of the Term, with the consent of Landlord, shall be const ed to be a tenancy fr month-to-month at the monthly Base Rent paid during th last month of the Term, a d shall otherwise be on the terms and conditions herein sp cified, so far as applicable. Section 24. Notices. All otices, approvals or requests in onnection with this Lease shall be sent by certi ed mail, return receipt requested, r by a nationally recognized overnight deliv service, except notices concer ing repairsr•.and replacements which may be iven orally, and Base Rent may be sent by U&Mail,zq by any other means which m" ht reasonably be expected to give the otherka;erpt e; provided, however, that n notice other than by certified mail or overnightall constitute a notice of Def ult authorizing termination of this Lease." 12 >= cn cn If to Landlord: City of Iowa City ATTN: Director of Transportation Services 410 E. Washington St., Iowa City, IA 52240 Telephone: (319) 356-5156 Facsimile: (319) 356-5009 If to nant: Phoenix Children's Academy, Inc. ATTN: Mr. Douglas MacKay, President 8767 E. Via de Ventura Suite 200 Scottsdale, AZ 85258 / Telephone: (480)607-7552 Section 25. Awriften ilure or delay on the part of Lan lord or Tenant to exercise any right, rer or privilege hereunder shall not Aerate as a waiver thereof. A waiver, to beve, must be in writing and must b signed by the party making the waiver. aiver of a Default shall not oper a as a waiver of any other Default or of tha of Default on a future occasion Section 26. Amendment No revision or amend me of this Lease shall be valid unless made in writing and igned by duly authorize representatives of both parties. Section 27. Benefits. This Leashall be binding/of n and inure to the benefit of the successors and assigns (if assign nt is permitted)ach of the parties hereto. Section 28. Quiet Enioyment. Lan rd will wa ant and defend Tenant in the quiet and peaceful enjoyment and possessio of the remises during the Term hereof and the Renewal Term without any interruption La lord or any person. Section 29. Right of First Offer. I/siness ve any space on the same floor of the building becomes available during the Tthi ease, except such space intended for or leased for a bus or transit stationai ed or Landlord's own use, Landlord shall first offer the space in writing to the Aon t e same rental terms Landlord is willing to lease such space to a third paant sh I then have ten (10) business days to accept or reject Landlord's oto negoti to and sign an agreement acceptable to both parties. Upon Tenantptance of t offer, this Lease shall be amended to incorporate the additional snd rental ter s. If Tenant rejects such offer or does not respond within ten (10ess days, the Landlord shall have the right to lease such space until the spacbecomes avai ble, at which time this right of first offer shall apply. Section 30. Attorney'sFees. I the event of a dispute arisint or incidental to the relationship estI hed between Landlord and Te with this Lease, each party shall be r sponsible for their own attorney Section 31. Entire A ree ent. This Lease sets forth the between Landlord and Tenant r lative to the Premises, and there 13 out of, related to, nt in ,connec#gn Fe 4Z entirecq*ertnt are nh�Kbn*s, -.. r-- �Crn -v crt agreements, conditions or understandings, either oral or written, expressed or implied, between them other than herein set forth. Section 3 . -Applicable Law and Jurisdiction. This Lease, and the rights and obligations of th parties hereto, shall be construed and enforced in accordance with the laws of the Stat of Iowa without reference to the choice of law provisions thereof, in the courts of Johnso County, Iowa. Section 33. Severabilitv. The invalidity of any provision of this Lease as determined by a co rt of competent jurisdiction shall in no way affect the validity of any other provision hereo . Section 34. Br era e. Each party to this Lease her y warrants to the other that it has had no dealin with any broker or agent in cc on with this Lease. Each party to this Lease coven nts to pay, hold harmless and in emnity the other party from and against any and all co s (including reasonable attorn ys' fees), expense or liability for any compensation, com fissions and charges claime by any broker or other agent with respect to this Lease or t e negotiation thereof on b half of such party. Section 35. Time of E ence. Time is of t e essence with respect to the obligations to be performed by th arties to this Lea . Section 36. Exclusivity. La lord hereby ants to Tenant the exclusive right to operate a child care facility and/or offer earl education services at the property described on Exhibit A (the "Property .Landlo d agrees that it will not lease or sell property owned by it to any other pers , co pany or entity engaged in similar child care services or early education services ith' the Court Street Transportation Center Landlord shall not lease or permit any othe erson or entity to operate at the Property or within the Restricted Area in violation of T ant's exclusive use right. In the event of a violation by Landlord of the exclusive us r ht, Tenant's Rent shall be reduced to twenty-five percent (25%) of the Base Re t req 'red by this Lease until such violation is corrected. Section 37. Parking. Landlo shall desi ate up to five (5) parking spaces immediately in front of, or adjacent to/, enant's entra ce door as short-term parking, to assist in the drop-off and pick-up of thildren. IN WITNESS WHEREOF, written above with the intent to be Landlord: CITY OF IOWA CITY Thomas Markus, City nager parties have exec ally bound hereby. Tenant: PHOENIX CHILD 14 this Lease on the dat"rst 0 C.„ C= --C S ACADEM�II - ► ..,. rn Lis:* cn Ln sident a Board CITY ACKNOWLEDGMENT STATE OF IOWA ) JOHNSON COUNTY ) ss: On this day of 2015, before me, the undersig ed, a notary public in and for the State of Iowa% personally appeared Thomas Markus, t me personally known, who being by me duly sworn, did say that he is the City Manager said municipal corporation executing the withi and foregoing instrument; that the seal aff ed thereto is the seal of said municipal corp ation; that said instrument was signed and aled on behalf of said municipal corporati by authority of its City Council; and that the ity Manager acknowledged that the a cution of said instrument is his voluntary act a deed and that he is empowered to bi d said corporation. PHOENIX CHILDREN'S STATE OF ARIZONA MARICOPA COUNTY Notary P blic in and for the State of Iowa a DEMY, INC., ss: On this —a2,_ day of undersigned, a Notary Public in a Douglas MacKay, to me personally himself as President of Phoenix execution of the instrument to be his own N Approved: City Attorney e z N r 3 2015, b ore nig', the thb State of Arizona, personally appeared who being by me duly sworn, did identify 's Academy, Inc., and acknowledge the lu tary act and deed. 15 Publi in and for the to of Arizona Notary Public- stale olAthM MARICOPACOUNTY March 26.2019 Exhibit A — Legal Description Exhibit B — Site Plan EXHIBITS 0 52 C^ 71 m K C* n* Cn EXHIBIT A LEGAL DESCRIPTION PHOENIX CHILDREN'S ACADEMY, INC. COURT STREET TRANSPORTATION CENTER IOWA CITY, IOWA The northerly 133'-5'/2" of Building Shell Space N` 105 located on the first floor of the Court Street Tr\2�,7square rtation Center of the City of I a City. Said area contains 8,083 square feet (Sterior shell space and an a scent outdoor play area encompassing feet (SF). Said building shell spada,,areas calculated for columns and/or others uctural feature See attached Exhibit B drawin�\of Ap be subject to minor square footage loss Children's Center. N C=_ w� Cn C- +W+{ t'�) -�" N aa =1C cn Ln Me 0 COUrt Street EXHIBIT B Site Plan U S- N O G` C -.p N - i <r- rn—p 3 !!1 u Uro iV cv �o U S- EXHIBIT B Floor Pian m Z9 o w U Q o 06-16-15 Prepared by: Chris O'Brien, Director of Transportation Services, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5156 RESOLUTION NO. 15-217 RESOLUTION AUTHORIZING THE MAYOR TO SIGN AND CITY CLERK TO ATTEST A LEASE AGREEMENT WITH PHOENIX CHILDREN'S ACADEMY, INC. FOR LEASE OF COURT STREET TRANSPORTATION CENTER SPACE. WHEREAS, Phoenix Children's Academy Inc. was assigned a lease of approximately 8,083 square feet of ground floor commercial space within the Court Street Transportation Center in 2013; and WHEREAS, Phoenix Children's Academy, Inc., wishes to continue to operate Apple Tree Daycare service from the Court Street Transportation Center; and WHEREAS, Phoenix Children's Academy, Inc. has negotiated with City staff for Lease terms including a five year initial term and two multi-year options; and WHEREAS, City staff feels the terms of the Lease are fair and appropriate; and WHEREAS, following public hearing, the City finds that approval of the Lease is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The attached Lease is approved. 2. The Mayor and the City Clerk are authorized and directed to respectively execute and attest the Lease attached hereto. 3. The City Manager is hereby authorized to execute the lease to Phoenix Children's Academy, Inc., as well as any subsequent renewal options, as provided in the attached Lease. Passed and approved this 16th day of June , 20 15 _- t&Rt; I AA e- �/ ! Approved by / ATTEST: GLU4,ia! CITY ERK City Attorney's Office Resolution No. 15-217 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: Dickens the AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton LEASE THIS LEASE (the "Lease") dated this 16th day of June , 2015, is made and entered into by and between the City of Iowa City, Iowa, a municipal corporation, ("Landlord"), and PHOENIX CHILDREN'S ACADEMY, INC., a Delaware corporation ("Tenant"). WITNESSETH That for and in consideration of the rentals hereinafter reserved and of the mutual covenants and agreements hereinafter set forth, Landlord and Tenant do hereby agree as follows with the intent to be legally bound hereby: Section 1. Premises, Construction and Delivery. (a) For and in consideration of the Rent (as defined in Paragraph 3 of this Lease) and of the covenants, conditions and agreements herein contained, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the property and building located at 325 South Dubuque St., Iowa City, in the County of Johnson and State of Iowa, together with all improvements, appurtenances, fixtures, rights and privileges thereto consisting of approximately 8,083 square feet of improved building space plus a playground area outside of the building of approximately 2,733 square feet (collectively, the "Premises"), as further described in Exhibit A — Legal Description, and as shown on Exhibit B — Site and Floor Plan, attached hereto and made a part hereof. Section 2. Term. The term of this Lease shall be for a period of five (5) years (the "Term"), commencing on July 1, 2015 and terminating at midnight on June 30, 2020, unless extended pursuant to Section 22 of this Lease, or earlier terminated pursuant to the provisions of this Lease. Section 3. Rent. (a) Tenant shall pay to Landlord as base rent for the Premises the sum of $91,200.00 annually, payable in equal monthly installments at the rate of $7,600.00 per month for each month of the Term. Rent payments shall increase annually, starting with the July 1St payment, by 3% for all terms. (b) All Base Rent shall be paid monthly, in advance, on the first day of each month during the Term or any extensions thereof. (c) Payment of Base Rent shall be made to The City of Iowa City, Att'n: Assistant Controller, 410 E. Washington St., Iowa City, IA 52240, or at such other place as shall from time to time be designated by Landlord in writing. (d) If Landlord does not receive payment of any installment of rent or any other sum or charge required to be paid by Tenant to Landlord hereunder within ten (10) days after the same falls due (regardless of whether Tenant has received notice of the delinquency), Landlord may impose a late charge equal to five percent (5%) of the amount of such delinquent sum and if such sum is not received by Landlord within thirty (30) days of its due date, such sum shall, in addition, bear interest at the Default Rate from the due date until the date paid." The Default Rate is defined earlier in that least as 10% per annum. (e) All sums other than Base Rent required to be paid by Tenant pursuant to this Lease, whether to Landlord or to other parties, shall be considered as "Additional Rent." Base Rent and Additional Rent are sometimes collectively referred to in this Lease as "Rent." The failure to pay any item of Additional Rent shall carry the same consequences as the failure to pay Base Rent. Section 4. Operating Expenses. (a) TAXES. Tenant, during all terms, shall be responsible for all general ad valorem real estate taxes and assessments which may be imposed upon the Premises. Tenant shall further pay all taxes assessed against and levied upon Tenant's trade fixtures, and all other personal property of Tenant contained in the Premises. As used herein, the term 'real estate tax' includes any form of tax, assessment, license and permit fees, rent tax, income tax, franchise tax, levy, penalty, or tax imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement district thereof or any public or quasi -public agency or governmental authority, upon any legal or equitable interest of Landlord in the Premises, upon Landlord's right to rent or business of leasing the premises, or upon Tenant's use or occupancy of the Premises. Tenant shall pay, as additional rent, on the 1st day of each month during the term of this lease, an amount calculated by Landlord to provide for payment installments of real estate taxes and special assessments, as those taxes and assessments accrue. The monthly payment shall be adjusted from time to time as the costs of real estate taxes are known so that the amount held by landlord will be sufficient to pay those obligations in full and in a timely manner. Any deficiency in the amount necessary to timely pay the obligations provided for shall be promptly reimbursed by Tenant upon notice. At the end of the lease period a reconciliation will take place to refund any excess funds collected by Landlord to Tenant, or for Tenant to pay Landlord whatever additional sums are needed to account for all taxes accrued during Tenant's tenancy. Tenant and Landlord agree to promptly provide the other with copies of statements for taxes so that payment can be made in a timely manner and each can document the amount of the payments due and made. VI (b) Landlord shall promptly pay and discharge operating expenses of the Premises consisting- of all landscaping, the cost of maintenance and repair of the exterior of the building, snow removal and cleaning of the sidewalks and parking areas. It is the intent that, except as may be otherwise provided in this Lease, Landlord shall contract for and directly incur and discharge all operating expenses for the Premises, including exterior lighting, but excluding janitorial services, trash removal, and utilities, which shall be separately metered and which are the responsibility of Tenant. Tenant shall be responsible for cleaning and janitorial services for the interior of the Premises. Landlord shall be responsible for cleaning exterior windows of the Premises twice a year. Tenant may wish to enhance the upkeep of the sidewalk and exterior windows as needed outside of this set maintenance schedule. (c) Landlord covenants and agrees that it shall maintain or cause to be maintained, the Common Areas of the Land and the building in good order and repair at its sole cost and expense, consistent with the standards applicable to first-class retail or mixed-use developments within the trade area in which the Property is located. Common Areas is defined as and shall consist of all facilities available for joint use, such as parking areas, landscaped areas, streets, sidewalks, driveways, elevators, loading platforms and other facilities available for joint use, all as they may from time to time exist and be available to all the tenants on the Property and their employees, agents, customers, licensees and invitees. Section 5. Use. (a) Tenant shall use the Premises for child care and/or early education services, and related services, and for no other purpose. (b) Landlord shall obtain a certificate of occupancy for the Premises, if one is required by applicable law for Tenant's occupancy. Landlord represents that the Premises comply with all applicable local, state and federal laws, ordinances, statutes, orders, rules and regulations ("Laws") as of the date of this Lease, and that Tenant's proposed use of the Premises is in compliance with applicable zoning ordinances. (c) Tenant shall obtain all necessary permits required by the city, county or any governing authority having jurisdiction over the Premises in order for Tenant to lawfully conduct its business as described in Paragraph 5(a) above on the Premises. Tenant shall make diligent, good faith efforts to obtain all such permits so required as soon as possible after the execution of this Lease. (d) Notwithstanding any other provision of this Lease, Tenant shall not be required to operate in the Premises, and no term or condition of this Lease shall be deemed to be an implied covenant to operate. In the event, however, that Tenant discontinues operations at the Premises, Tenant shall continue to pay Rent and perform its obligations as required by this Lease. Section 6. Compliance. Tenant shall, during the Term of this Lease, conform the use Tenant makes of the Premises to all Laws, provided that the provisions of this 3 Paragraph 6 shall not require the Tenant to rebuild, repair or alter the Premises and/or the improvements forming a part of the Premises in order to make said Premises and/or improvements comply with any such Laws, and provided further that if Tenant is legally unable to use the Premises for the purposes specified in Paragraph 5(a), Tenant shall have the right to terminate this Lease immediately upon written notice to Landlord. Landlord shall make any structural additions or improvements to the Premises which are necessary in order for the Premises to be in compliance with Laws. Section 7. ADA Compliance. Landlord and Tenant agree that any improvements undertaken on the Premises shall be performed in accordance with the Americans With Disabilities Act Accessibility Guidelines, to the extent applicable under Title III of the Americans With Disabilities Act (ADA). Furthermore, Landlord and Tenant agree to make "good faith" efforts to comply with the ADA Guidelines regarding the Premises. To the best of Landlord's and Tenant's knowledge, the Premises currently comply with the ADA. Section 8. Changes, Alterations and Additions. Tenant shall have the right to make any minor change, alteration or addition to the Premises without Landlord's approval, provided such change, alteration or improvement costs no more than FIVE THOUSAND AND 00/100s DOLLARS ($5,000.00). No change, alteration or addition costing more than $5,000.00 shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld or delayed; provided, however, that repainting, repapering or changing of floor covering is excluded from said $5,000.00 threshold. In seeking Landlord's approval, Tenant shall submit a written description of the proposed work along with plans and drawings respecting same to Landlord for Landlord's approval, which approval shall not be unreasonably delayed or withheld. Landlord shall approve or disapprove same within fifteen (15) days after receipt thereof, and if Landlord fails to disapprove such plans and drawings by notice in writing to Tenant within such time, they shall be deemed approved. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may be required to do the work contemplated in this Paragraph 8. Any permanent additions to or alterations of the Premises which cannot be removed without material damage to the Premises, except Tenant's Personal Property (as hereinafter defined), shall become a part of the realty and belong to Landlord unless otherwise agreed by Landlord and Tenant. Tenant's removable paneling and wall fixtures and furniture, trade fixtures and signs used in Tenant's business ("Tenant's Personal Property") shall at all times remain Tenant's Personal Property, and may be removed from time to time by Tenant or other occupants of the Premises; provided, however, that Tenant shall be responsible for the cost of any physical damage to the Premises caused by the removal of any such Personal Property, but not for any diminution in value of the Premises caused by the absence of the Personal Property removed or by any necessity for replacing such Personal Property. In no event shall Tenant make any changes, modifications, alterations, or additions to the exterior of the Premises without Landlord's specific written approval, notwithstanding any provision contained herein to the contrary. Section 9. Signage. Tenant shall be allowed a cabinet sign three (3) feet high by ten (10) feet wide, to be located on the building facade directly over the entrance canopy. Sign construction shall be an extruded aluminum bleed face cabinet with internal fluorescent illumination. Graphics shall be cut out of the aluminum face panel and backed up with translucent acrylic. Landlord shall provide such signage at its expense. Section 10. Repairs and Maintenance. (a) Landlord, at Landlord's sole cost and expense, shall maintain, in good condition, the structural parts of the Premises, which shall include, without limitation, the foundations, bearing and exterior walls (excluding glass), subflooring, floor slabs, roofs, the unexposed electrical, plumbing and sewerage system, as well as the gutters and down spouts on the building. Landlord shall secure and maintain all available building, construction and manufacturer's warranties on the construction including, but not limited to, the electrical, plumbing, heating, ventilating and air conditioning systems, and shall enforce the same for Tenant's benefit when so requested. Landlord shall promptly correct and pay for all expenses associated with any construction defects. (b) Except as provided in Section 10(a) above or Sections 10(c) and 10(d) below, Tenant, at Tenant's sole cost and expense, shall maintain and repair the non-structural interior portions of the Premises in good condition including, without limitation, by maintaining and repairing all interior walls, storefronts, floors, ceilings, interior and exterior doors, interior and exterior windows, and fixtures. (c) Landlord shall deliver the Premises to Tenant with the parking area in good condition, and Landlord shall perform all repairs necessary to maintain the parking area in good condition including, but not limited to, filling holes and resealing as necessary, but subject to normal wear and tear and damage by casualty or condemnation. Regular, periodic maintenance of the lawns, landscaping and shrubbery as well as snow and ice removal from all exterior areas shall be the responsibility of Landlord. Tenant shall maintain the playground area, playground equipment, and playground fencing at Tenant's sole cost and expense. (d) Tenant shall, at its sole cost, maintain and make all minor repairs to the heating, ventilating and air-conditioning system and other equipment that is affixed to the Premises, and shall purchase a maintenance contract for same, providing for the periodic inspection and maintenance of the system. In the event that any such system or equipment cannot be repaired and must be totally replaced, or any repair costs in excess of SEVEN HUNDRED AND FIFTY DOLLARS ($750.00), then Landlord shall pay the costs of such major repair or replacement, unless such repairs are necessitated by the negligence of Tenant. The systems shall be operated by Tenant so as to keep the Premises warm in the winter and cool in the summer consistent with a first-class office building in the Iowa City, Iowa area. (e) Upon expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord in the same condition as existed at the commencement of the Term, except for reasonable wear and tear, condemnation, or for damage caused by 5 "V fire or other casualty. In no event shall Tenant be required to maintain or restore the Premises to a condition greater than the condition of the Premises at the time Tenant took occupancy. Section 11. Indemnity. Landlord hereby disclaims, and Tenant hereby releases the Landlord from any and all liability, whether in contract or tort (including strict liability and negligence) for any loss, damage or injury of any nature whatsoever sustained by Tenant, its employees, agents or invitees during the term of this Lease, including, but not limited to, loss, damage or injury to the property of Tenant that may be located or stored in the Premises, unless such loss, damage or injury is caused by the Landlord's gross negligence or willful misconduct. The parties hereby agree that under no circumstances shall the Landlord be liable for indirect, consequential, special or exemplary damages, whether in contract or tort (including strict liability and negligence), such as, but not limited to, loss of revenue or anticipated profits or other damage related to the leasing of the Premises under this Lease. Section 12. Utilities and Janitorial. Landlord has previously installed all utilities to the building on the Premises including meters. Tenant shall pay for all water, sewer, gas, fuel, electricity, and all other utilities supplied to Tenant in the operation of its business at the Premises during and allocable to the Term, except exterior lighting, which will be provided by Landlord. Tenant shall pay for telephone service and regular cleaning and janitorial services at the Premises. Section 13. Inspection. Tenant shall allow Landlord access to the Premises upon twenty-four (24) hours' prior notice to Tenant, at reasonable times during normal working hours for the purposes of examining or exhibiting the Premises or making repairs Landlord is required to make. Landlord shall use reasonable efforts not to interfere with the operation of Tenant's business. 0 Section 14. Damage to or Destruction of Premises. (a) In the event of minor damage (costing less than $20,000.00 to repair) to the Premises by fire or any other cause, which renders the Premises untenantable in part by Tenant, and Tenant is able to conduct its business therein, and Tenant continues to occupy such Premises in part, the Base Rent shall be apportioned and reduced from the date the damage occurs in the proportion of the untenantable building square footage of the Premises bears to the entire building square footage of the Premises until the damage has been repaired unless minor damage was caused by Tenant or Tenant's agent. Landlord shall direct all repairs through use of insurance proceeds. (b) In the event of substantial damage, including destruction (costing more than $20,000.00 to repair), to the Premises by fire or any other cause, which renders the Premises untenantable in whole or in such part that Tenant cannot practicably conduct its business therein in Tenant's reasonable judgment, the Rent shall wholly abate from the date the damage occurs until the damage has been repaired unless damage, including destruction was caused by Tenant or Tenant's agent. Landlord shall direct all repairs through use of insurance proceeds. (c) In the event of either minor or substantial damage, unless this Lease is terminated as hereinafter provided in Paragraph 14(d) below, Landlord shall commence within ten (10) days after the date the damage occurs to repair the Premises to the same condition as existed immediately prior to such damage, and Landlord shall complete such repair with due diligence and dispatch. If the damage is not repaired within a reasonable time, or in any event within sixty (60) days from the date the damage occurs in the case of minor damage and one hundred twenty (120) days from the date the damage occurs in the case of substantial damage, Tenant shall have the right to terminate this Lease by giving Landlord written notice within fifteen (15) days after either such applicable time period. Upon such termination, any unearned Base Rent or other payments paid in advance beyond the date of damage shall immediately be refunded to Tenant. (d) In the event the damage to the Premises is by fire or by any other cause and equals or exceeds fifty percent (50%) of the replacement value thereof as of the date such damage occurs, either Tenant or Landlord may elect to terminate this Lease by giving notice in writing of such election to the other party within ten (10) days from the date the damage occurs. Upon such termination, any unearned Base Rent or other payments paid in advance beyond the date of damage shall immediately be refunded to Tenant. (e) The Iowa City Engineer shall be the ultimate arbiter of any disputes as to whether the damage or destruction of the Premises is "minor damage" or "substantial damage," or whether the damage to the Premises equals or exceeds fifty percent (50%) of its replacement value. Section 15. Condemnation. 7 (a) If the whole or any substantial part of the Premises (more than twenty-five percent (25%) of the Premises or Premise's parking area) shall be taken or condemned by any competent authority for any public use or purpose (or deed given in lieu thereof), Landlord shall notify Tenant immediately, in writing, and Tenant may elect, upon receipt of such notice, to terminate the Lease by providing written notice of such election to Landlord. If Tenant does not provide written notice of such election to Landlord within thirty (30) days of receipt of Landlord's notice, the Term of this Lease shall end upon, and not before, the date when the possession of the part so taken shall actually be required for such use or purpose or, in the alternative, the Premises shall be reduced to eliminate any portion taken. Rent shall thereupon be apportioned as of the date of such termination. (b) If any part of the Premises shall be taken or condemned, and Tenant is able, in its sole judgment, to continue to operate its business on the Premises, then this Lease shall continue in full force and effect, and the Base Rent due thereunder shall abate proportionally to the extent that Tenant is deprived of usable area either in the building or otherwise, and as of the date of such deprivation. If Tenant, in its sole judgment, is not able to continue to operate its business on the Premises, Tenant may elect to terminate this Lease upon written notice to Landlord. If Tenant does not elect to terminate the Lease under this Paragraph 15(b), Landlord shall, at Landlord's sole cost and expense, restore the remaining portion of the Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, and shall make all repairs to each building forming part of the Premises to the extent necessary to make each building a complete and finished architectural unit of similar quality as prior to the condemnation. Section 16. Default. If a breach of any provision hereunder by either party continues uncured or is not being diligently prosecuted at the end of thirty (30) days after receipt of written notice from the other party stating with particularity the nature and extent of the breach, the breach shall become a "Default" hereunder, and the party giving such notice may terminate this Lease by written notice of termination. No delay or omission of either party in exercising any right accruing upon any Default of the other party shall impair such right to be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such Default. A waiver by either of the parties of a breach or a Default under any of the terms and conditions of this Lease shall be exclusive and shall not be deemed a waiver of any subsequent breach or Default of the same or any other term, condition or covenant of this Lease. Upon the occurrence of a Default by Tenant, Landlord, at its option, may at such times as it may determine in its sole discretion, concurrently or successively, without being deemed to have waived any rights or to have made an election in any circumstance, do any or all of the following: (a) Landlord may serve upon Tenant a notice that this Lease and the then unexpired Term hereof shall terminate and become absolutely void on a date specified in such notice, to be not less than thirty (30) days after the date of such notice. On the expiration of the time limited in such notice, this Lease and the Term herein granted, as well as all of the right, title and interest of the Tenant hereunder, shall, f except as to the rights and remedies of Landlord upon termination as provided herein, terminate and become void in the same manner and with the same force and effect as if the date fixed in such notice were the date originally specified for the expiration of the Term herein demised. The Tenant shall then immediately quit and surrender to Landlord the Premises, including any and all buildings and improvements thereon, but not including Tenant's Personal Property, and Landlord may then, or at any time thereafter, without judicial proceedings of any kind, enter into and repossess the Premises, breaking open locked doors, if necessary, and may use such force as it may deem necessary to effect such entrance and may remove all occupants and any property thereon. Landlord may, but shall not be obligated to, obtain possession of the Premises by forcible entry and detainer or any other judicial proceeding which it may, in its sole discretion, institute for such purpose. (b) With or without re-entering and obtaining possession of the Premises, Landlord may lease the Premises to any other person or entity, upon such terms as the Landlord may deem reasonable, in its reasonable discretion, and for a term within or beyond the Term of this Lease. Tenant shall be liable for any loss in Rent through the date of such re -renting, together with expenses or costs incurred by the Landlord in re -renting the Premises, for the payment of commissions, whether the recovery of the Landlord shall be classed as rent or damage or otherwise, and Landlord may recover such loss at any time, or from time to time, after any of the foregoing events, whether prior to the end of the Term herein granted or otherwise. (c) The parties hereto waive trial by jury in any action, proceeding or counterclaim brought by either party against the other on all matters arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and any claim of injury or damage. Both parties shall be obligated to mitigate damages in the event of Default. (d) In the event of a breach or threatened breach by Tenant or Landlord of any covenant or condition hereof, the aggrieved party shall have the right of injunction to restrain the same and the right to invoke any remedy allowed by law or in equity whether or not other remedies, indemnity or reimbursements are herein provided. The various rights and remedies, powers, options and elections reserved, expressed or contained in this Lease are distinct, separate and cumulative, and no one of the shall be deemed to be exclusive of the other rights, remedies, powers or options provided herein, or are not or may hereafter be conferred by statute or by state law. (e) No such termination of this Lease, nor taking nor recovering possession of the Premises with or without termination of this Lease, shall deprive Landlord of any remedies or actions against Tenant for Rent or for damages due or to become due for the breach of any covenant or condition herein contained, nor shall be bringing of any such action for Rent, or breach of any covenant or condition, nor the resort to any other remedy herein or otherwise provided for the recovery of Base Rent or damage for such breach, be construed as a waiver of the right to insist upon the forfeiture and to obtain possession in the manner herein provided. (f) If Landlord defaults in the performance of any of its obligations under this Lease, which default continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default, or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such thirty (30) day period and diligently pursued such efforts to complete such cure), Tenant may, at its option, in addition to any other remedy available at law or in equity, terminate this Lease upon written notice to Landlord, or incur any expense reasonably necessary to perform the obligation of Landlord specified in such notice and charge Landlord for reasonable costs incurred in performing such obligation. In the event of non-payment for thirty (30) days after written notice, Tenant shall have the right to set-off such amounts due against the next ensuing payment(s) of Base Rent. Section 17. Bankruptcy. In the event the leasehold estate created hereby shall be taken in execution or by other process of law, or if Tenant shall be judged insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law, or if a receiver or trustee of the property of Tenant shall be appointed by reason of Tenant's insolvency or inability to pay its debts, or if any assignment shall be made of Tenant's property for the benefit of creditors, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant; provided, however, if the order of court creating any such disabilities shall not be final by reason of pendency of such proceedings, or appeal from such order, then Landlord shall not have the right to terminate this Lease so long as Tenant performs its obligations hereunder. Section 18. Environmental Representations and Indemnities. Tenant warrants, represents and agrees that Tenant shall not, at any time during the Term or any extension, use, store, treat, transport, manufacture, handle or produce any hazardous material as defined by any federal, state or local law (whether gas, liquid or solid) at the Premises, except to the extent such is part of Tenant's business (in which case Tenant shall comply with all environmental laws with respect thereto), nor shall Tenant use or occupy the Premises, or suffer the use and occupancy of the Premises, in violation of any environmental laws. Tenant agrees to indemnify, defend (with counsel approved by Landlord) and hold Landlord and its employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney's fees, consultant's fees and expert's fees (consultants and experts to be selected by Landlord) from or in connection with any environmental condition at or affecting the Premises to the extent resulting from the acts or misconduct of Tenant, its officers, directors, employees, agents or invitees. Without limiting the generality of the foregoing, the indemnification provided by this Paragraph 18 shall specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local government agency or political subdivision because of an environmental condition that is a result of the acts or misconduct of Tenant, its officers, directors, employees, agents or invitees. Landlord represents that it is unaware of any environmental conditions at the Premises. In the event any such pre-existing environmental conditions are later found to exist, then Tenant shall have the right to terminate this Lease if it is unable to operate at the Premises, and in any event Landlord agrees to indemnify, defend (with counsel approved by Tenant) and hold Tenant and its agents and employees harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney's fees, consultant's fees and expert's fees (consultants and experts to be selected by Tenant) from or in connection with any environmental condition at or affecting the Premises to the extent resulting from a pre-existing condition or from the acts or misconduct of Landlord, its officers, employees, managers, agents or invitees. Without limiting the generality of the foregoing, the indemnification provided by this Paragraph 18 shall specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any federal, state or local government agency or political subdivision because of an environmental condition which is the result of the acts or misconduct of Landlord, its officers, managers, employees, agents or invitees. Section 19. Insurance. (a) Landlord and Tenant shall each at all times during the Term of this Lease cause to be maintained in force an insurance policy or policies covering bodily injury and property damage liability resulting from injury occurring to persons in or about the Premises, in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined single limit. Tenant shall at all times cause to be maintained in force an insurance policy or policies covering its personal property in and about the Premises. (b) Landlord shall be named as an additional insured on Tenant's said policies and be provided with prior notice of any cancellation or termination of said policies. Tenant shall provide a certificate of such insurance to Landlord annually upon each renewal of its policy. (c) All policies provided under this Paragraph 19 shall be issued by a company or companies responsible and authorized to do business in the State of Iowa. (d) Tenant and Landlord each hereby release and relieve the other, and waive their right of recovery against the other and against the partners, directors, officers, employees, agents and representatives of the other, for direct or consequential loss or damage arising out of or incident to the perils covered by insurance carried by such party, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors and/or invitees. All insurance policies required under this Lease shall be endorsed to so provide. Section 20. Mechanic's Liens. Tenant will not permit any mechanics' or material men's or other liens to stand against the Premises for any labor or material furnished to Tenant in connection with work of any character performed on the Premises. Landlord will not permit any such liens for work or material furnished to Landlord to stand against the Premises. Landlord and Tenant shall respectively have the right to contest the validity or amount of any such lien, but upon the final determination of such questions shall immediately pay any adverse judgment rendered with all proper costs and charges and shall have the lien released at the contestant's own expense. If Landlord or Tenant 11 desires to contest any such lien, then prior to commencing such contest it will furnish the other party with a bond, if requested, to secure the payment of such obligation. Tenant shall have no authority to incur any indebtedness giving a right to any lien of any kind upon Landlord's interest in the Premises. Section 21. Assignment or Subletting. Tenant may not assign this Lease or sublet the Premises in whole or in part without the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall remain liable for the performance of all obligations set forth in this Lease following any permitted assignment or sublease. Section 22. Renewal Term. (a) If Tenant is not otherwise in Default beyond the applicable cure periods as defined in Section 16 of this Lease, Tenant shall have the right to extend the Term of this Lease, on the same terms, conditions and covenants as are contained herein, except as specifically set forth herein, upon giving Landlord written notice not less than ninety (90) days prior to the expiration date of the initial Term or Renewal Term, as applicable, for two (2) additional periods of five (5) years each (the "Renewal Term" or "Renewal Terms"). The Renewal Terms, if exercised, shall commence immediately upon the expiration of the original Term or Renewal Terms, as applicable. (b) If Tenant exercises its right to extend the Lease for additional Renewal Terms as set forth in Section 22(a) herein, Base Rent shall be increased annually for each such year of the Renewal Term by two (2) percent over the rent amount due for the prior year. Rent owed during the Renewal Term shall be payable in the same manner as required during the initial Term. Failure by Tenant to timely exercise a Renewal Term shall terminate Tenant's rights to exercise any Renewal Term, time being of the essence. If Tenant fails to timely exercise any Renewal Term, then Landlord shall have the right to display "For Rent" or "For Sale" or similar signage at the Premises (including affixing such signage on the building or windows thereof as Landlord may determine) during the final ninety (90) days of the Term or the Renewal Term. As used herein, the word "Term" may refer to the initial Term of five (5) years and any properly exercised Renewal Term, as the context shall require. Section 23. Holdover. Any holding over after the expiration of the Term, with the consent of Landlord, shall be construed to be a tenancy from month-to-month at the monthly Base Rent paid during the last month of the Term, and shall otherwise be on the terms and conditions herein specified, so far as applicable. Section 24. Notices. All notices, approvals or requests in connection with this Lease shall be sent by certified mail, return receipt requested, or by a nationally recognized overnight delivery service, except notices concerning repairs and replacements which may be given orally, and Base Rent may be sent by US Mail, or by any other means which might reasonably be expected to give the other party notice; provided, however, that no notice other than by certified mail or overnight delivery shall constitute a notice of Default authorizing termination of this Lease. 12 If to Landlord: City of Iowa City ATTN: Director of Transportation Services 410 E. Washington St., Iowa City, IA 52240 Telephone: (319) 356-5156 Facsimile: (319) 356-5009 If to Tenant: Phoenix Children's Academy, Inc. ATTN: Mr. Douglas MacKay, President 8767 E. Via de Ventura. Suite 200 Scottsdale, AZ 85258 Telephone: (480)607-7552 Section 25. Waiver. Failure or delay on the part of Landlord or Tenant to exercise any right, remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and must be signed by the party making the waiver. A written waiver of a Default shall not operate as a waiver of any other Default or of the same type of Default on a future occasion. Section 26. Amendments. No revision or amendment of this Lease shall be valid unless made in writing and signed by duly authorized representatives of both parties. Section 27. Benefits. This Lease shall be binding upon and inure to the benefit of the successors and assigns (if assignment is permitted) of each of the parties hereto. Section 28. Quiet Enioyment. Landlord will warrant and defend Tenant in the quiet and peaceful enjoyment and possession of the Premises during the Term hereof and the Renewal Term without any interruption by Landlord or any person. Section 29. Right of First Offer. In the event any space on the same floor of the building becomes available during the Term of this lease, except such space intended for or leased for a bus or transit station, or retained for Landlord's own use, Landlord shall first offer the space in writing to the Tenant upon the same rental terms Landlord is willing to lease such space to a third party. Tenant shall then have ten (10) business days to accept or reject Landlord's offer or to negotiate and sign an agreement acceptable to both parties. Upon Tenant's acceptance of the offer, this Lease shall be amended to incorporate the additional space and rental terms. If Tenant rejects such offer or does not respond within ten (10) business days, then Landlord shall have the right to lease such space until the space again becomes available, at which time this right of first offer shall apply. Section 30. Attorney's Fees. In the event of a dispute arising out of, related to, or incidental to the relationship established between Landlord and Tenant in connection with this Lease, each party shall be responsible for their own attorney fees. Section 31. Entire Agreement. This Lease sets forth the entire agreement between Landlord and Tenant relative to the Premises, and there are no promises, 13 �� agreements, conditions or understandings, either oral or written, expressed or implied, between them other than herein set forth. Section 32. Applicable Law and Jurisdiction. This Lease, and the rights and obligations of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Iowa without reference to the choice of law provisions thereof, in the courts of Johnson County, Iowa. Section 33. Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. Section 34. Brokerage. Each party to this Lease hereby warrants to the other that it has had no dealings with any broker or agent in connection with this Lease. Each party to this Lease covenants to pay, hold harmless and indemnify the other party from and against any and all costs (including reasonable attorneys' fees), expense or liability for any compensation, commissions and charges claimed by any broker or other agent with respect to this Lease or the negotiation thereof on behalf of such party. Section 35. Time of Essence. Time is of the essence with respect to the obligations to be performed by the parties to this Lease. Section 36. Exclusivity. Landlord hereby grants to Tenant the exclusive right to operate a child care facility and/or to offer early education services at the property described on Exhibit A (the "Property"). Landlord agrees that it will not lease or sell property owned by it to any other person, company or entity engaged in similar child care services or early education services within the Court Street Transportation Center Landlord shall not lease or permit any other person or entity to operate at the Property or within the Restricted Area in violation of Tenant's exclusive use right. In the event of a violation by Landlord of the exclusive use right, Tenant's Rent shall be reduced to twenty-five percent (25%) of the Base Rent required by this Lease until such violation is corrected. Section 37. Parking. Landlord shall designate up to five (5) parking spaces immediately in front of, or adjacent to, Tenant's entrance door as short-term parking, to assist in the drop-off and pick-up of children. IN WITNESS WHEREOF, the parties have executed this Lease on the date first written above with the intent to be legally bound hereby. Landlord: Tenant: CITY OF IOWA CITY PHOENIX CHILDREN'S ACADEMY, INC., Markus, City Manager `DouglaiMa�Ko, Vksident "e Board 14 CITY ACKNOWLEDGMENT STATE OF IOWA ) JOHNSON COUNTY )ss. On this 14 1-h day of �iun-e_ 2015, before me, the undersigned, a notary public in and for the State of Iowa, personally appeared Thomas Markus, to me personally known, who being by me duly sworn, did say that he is the City Manager of said municipal corporation executing the within and foregoing instrument; that the seal affixed thereto is the seal of said municipal corporation; that said instrument was signed and sealed on behalf of said municipal corporation by authority of its City Council; and that the City Manager acknowledged that the execution of said instrument is his voluntary act and deed and that he is empowered to bind said corporation. s�IAJs, KELLIE K. TUTTLE J/ / z°<' Comrnib..,n"lumber221819 /�Gt /C � -/ i= q. 9 My Co iss n Expires r''� � � [ �� iow�� Notary Public in and for the State of Iowa PHOENIX CHILDREN'S ACADEMY, INC., STATE OF ARIZONA ) ss: MARICOPA COUNTY ) On this day of _ ti, , 2015, before me, the undersigned, a Notary Public in and or thhS#ate of Arizona, personally appeared Douglas MacKay, to me personally known, who being by me duly sworn, did identify himself as President of Phoenix Children's Academy, Inc., and acknowledge the execution of the instrument to be his/ own voluntary act and deed. Approved: City Attorney 1. , Notary Public in and for the to of Arizona 15 0 VICKI SUTLIFF Notary Pubk- slate aatmna MARICOPA COUNTY My commisabn Mardi 28.2099 EXHIBITS Exhibit A — Legal Description Exhibit B — Site Plan --v EXHIBIT A LEGAL DESCRIPTION PHOENIX CHILDREN'S ACADEMY, INC. COURT STREET TRANSPORTATION CENTER IOWA CITY, IOWA The northerly 133'-572" of Building Shell Space No. 105 located on the first floor of the Court Street Transportation Center of the City of Iowa City. Said area contains 8,083 square feet (SF) of interior shell space and an adjacent outdoor play area encompassing 2,733 square feet (SF). Said building shell space areas calculated may be subject to minor square footage loss for columns and/or other structural features. See attached Exhibit B drawing of Appletree Children's Center. EXHIBIT B Site Plan Burlington Street Court Street EXHIBIT B Floor Pian DATE: June 10, 2015 06-1 CITY OF IOWA CITY$ MEMORANDUM49- TO: Tom Markus, City Manager FROM: Lucy Joseph, Code Enforcement Specialist Tracy Hightshoe, Neighborhood Services Coordinator RE: June 16, 2015 City Council meeting agenda item: Sale of UniverCity Neighborhood Partnership Homes Introduction On June 16, 2015, City Council will hold a public hearing and vote on a resolution authorizing the conveyance of 725 E. Davenport and 1116 E. Burlington as part of the UniverCity Neighborhood Partnership Program. Once these homes are sold, the program will have sold 46 homes. 725 E. Davenport Under the UniverCity Neighborhood Partnership, the City proposes to sell 725 E. Davenport for $142,000 plus carrying costs of $24,000. "Carrying costs" are all the costs incurred by the City to acquire, maintain and sell the home, including abstracting and recording fees, interest on the loan to purchase the home, mowing and snow removal, utilities, and real estate taxes along with any costs in excess of $50,000 in rehabilitation expenses. City funds were used to rehabilitate and sell the home as a single-family owner occupied home to a buyer under 80% of median income. Renovations include electrical work, plumbing, removed asphalt siding and painted the original cedar siding, newly refinished and repainted interior walls, reconfigured doorways, repairing ceilings and walls, new light fixtures, opening up the living room and dining room, removed ground level door, window replacement, updating bathrooms, refinishing wood floors, and updating the kitchen with new appliances, cupboards, and counters. The cost of renovations (up to $50,000) is not included in the sale price and forgiven once the homeowner has lived there for 5 years. The home must also be owner -occupied for 20 years. The buyer will receive down payment assistance in the amount of $10,000. Built at the turn of the century, this house has 1,332 square feet of living space, including 2 bedrooms and one and half bathroom. 725 E. Davenport was a 2015 Historic Preservation Recipient. 1116 E. Burlington Under the UniverCity Neighborhood Partnership, the City proposes to sell 1116 E. Burlington for $189,000 plus carrying costs of $54,000. City funds were used to rehabilitate and sell the home as a single-family owner occupied home to an income -eligible buyer. Renovations included electrical work, plumbing, painting, carpeting, refinished wood floors, new light fixtures, updated bathroom, and a complete renovation of the kitchen. The cost of renovations is not included in the sale price and forgiven once the homeowner has lived there for five years. The home must also be owner -occupied for 20 years. Built in the turn of the century, this cozy house has four bedrooms, one bathroom, a patio, and 1, 689 square feet of finished living space. The buyer will receive down payment assistance in the amount of $24,000. June 10, 2015 Page 2 Statement of Fiscal Impact The assessed value of 725 E. Davenport at the time of purchase was $135,760 and the sale price is approximately $166,000. The assessed value of 1116 E. Burlington at the time of purchase was $181,960 and the sale price is approximately $243,000. There will be no impact on the General Fund for ongoing operating expenses. Recommendation These homes are located on streets with several rental properties. The renovated homes will be assets to the neighborhood and community. Staff recommends approval of the resolution to authorize the conveyance of 725 E. Davenport and 1116 E. Burlington as part of the UniverCity Neighborhood Partnership program. 725 E. Davenport. — before renovations 725 E. Davenport — after renovations June 10, 2015 Page 3 1116 E. Burlington- before renovations 1116 E. Burlington- after renovations w 0 ci+ Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA (31356-5 RESOLUTION NO. -v C.4 RESOLUTION AUTHORIZING CONV YANCE OF A SINGLE FAMRW HOM*x* LOCATED AT 725 EAST DAVENPOR STREET. WHEREAS, the UniverCity Neighborhood Partership Program is a joint effort between the University o Iowa and the City to encourage h me ownership and reinvestment in designated neighborhoo surrounding the University of to a; and WHEREAS, the ity purchases rental units to ated in designated neighborhoods surrounding the University of to a, rehabilitates them, and t en sells them to income -eligible buyers; and WHEREAS, the City rchased and rehabili ted a single family home located at 725 East Davenport Street, Iowa ; and WHEREAS, the Cityhas re Ived an principal sum of $166,000; and WHEREAS, this sale would provide University of Iowa; and WHEREAS, on June 2, 2015, the City PC interest in 725 East Davenport Street, u' and setting the date and time for the p4blic to purchase 725 East Davenport Street for the ble housing in a designated area surrounding the adopted a Resolution proposing to convey its ng public notice of the proposed conveyance, hp; and WHEREAS, following the public hea ing on the pro osed conveyance, the City Council finds that the conveyance is in the public i terest. NOW, THEREFORE, BE IT RES LVED BY THE CITY it�OUNCIL OF THE CITY OF IOWA CITY, IOWA, that: 1. Upon the direction of the City Attorney, the Mayor and the City Clerk are authorized to execute a warranty deed conveying the City's interest in 725 East Davenport Street, legally described as part of Lot 1 in Block 16, Iowa City, Iowa. 2. The City Attorney is hereby authorized to deliver said warranty deed and to carry out any actions necessary to consummate the conveyance required by law. r Resolution No. Page 2 It was moved by adopted, and upon roll call there were: AYES: NAYS Passed and approved this Approved by City Attorney's Office and seconded by ABSENT: the Resolution be Botchway Dickens Dobyns Hayek Mims Payne Throgmorton day of , 2015. "'��MAYOR A ST: CVfY CLERK Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 15-218 RESOLUTION AUTHORIZING CONVEYANCE OF A SINGLE FAMILY HOME LOCATED AT 725 EAST DAVENPORT STREET. WHEREAS, the UniverCity Neighborhood Partnership Program is a joint effort between the University of Iowa and the City to encourage home ownership and reinvestment in designated neighborhoods surrounding the University of Iowa; and WHEREAS, the City purchases rental units located in designated neighborhoods surrounding the University of Iowa, rehabilitates them, and then sells them to income -eligible buyers; and WHEREAS, the City purchased and rehabilitated a single family home located at 725 East Davenport Street, Iowa City; and WHEREAS, the City has received an offer to purchase 725 East Davenport Street for the principal sum of $166,000; and f WHEREAS, this sale would provide affordable housing in a designated area surrounding the University of Iowa; and WHEREAS, on June 2, 2015, the City Council adopted a Resolution proposing to convey its interest in 725 East Davenport Street, authorizing public notice of the proposed conveyance, and setting the date and time for the public hearing; and WHEREAS, following the public hearing on the proposed conveyance, the City Council finds that the conveyance is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that: 1. Upon the direction of the City Attorney, the Mayor and the City Clerk are authorized to execute a warranty deed conveying the City's interest in 725 East Davenport Street, legally described as part of Lot 1 in Block 16, Iowa City, Iowa. 2. The City Attorney is hereby authorized to deliver said warranty deed and to carry out any actions necessary to consummate the conveyance required by law. Resolution No. 15-218 Page 2 It was moved by Botchway and seconded by Payne the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton Passed and approved this 16th day of June , 2015. ONNNN -- -1 ` . MAYOV � Approved by: 6 1Lei - r City Attorney's Office ATTEST: Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. RESOLUTION AUTHORIZING CONVEYANCE OF A SINGLE FAMILY HOME LOCATED AT 1116 EAST BURLINGTON STREET. WHEREAS, the YniverCity Neighborhood Partnership Program is a joint effort between the University of Iowa nd the City to encourage home ownership and reinvestment in designated neighborhoods surroVnding the University of Iowa; and WHEREAS, the City p chases rental units located in designated neighborhoods surrounding the University of Iowa, re bilitates them, and then sells them to inc me -eligible buyers; and WHEREAS, the City purcha d and rehabilitated a single family home located at 1116 East Burlington Street, Iowa City; an WHEREAS, the City has received n offe principal sum of $189,000 (the amou the costs" of approximately $50,300, which e maintain it and sell it, including abstracting the home, mowing and snow removal, utili $50,000 to repair and rehabilitate the home; to purchase 1116 East Burlington Street for the City paid to acqu' a the home), plus the "carrying all costs incurre by the City to acquire the home, nd recording fe s, interest on the loan to purchase %s, real esta taxes, and any costs in excess of WHEREAS, this sale would provide affordable h sig in a designated area surrounding the University of Iowa; and WHEREAS, on June 4, 2015, the City Council opte a Resolution proposing to convey its interest in 1116 East Burlington Street, authoriz' g public otice of the proposed conveyance, and setting the date and time for the public hear ng; and WHEREAS, following the public hearing on he proposedcon yance, the City Council finds that the conveyance is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL `QF THE CITY OF IOWA CITY, IOWA, that: cQn 1. Upon the direction of the City ttorney, the Mayor and the City Cle. ,,, a�horito execute a warranty deed co eying the City's interest in 1116 EaQVrlin ton Sirikt, legally described as part of t 24, J. & J.W. Clark's Addition, Iowa Cit kp vaxa rn 2. The City Attorney is her y authorized to deliver said warranty deed � to terry q ny w %.J actions necessary to summate the conveyance required by law. .. 0 X_ Resolution No. Page 2 It was moved by and seconded by the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: Botchway Dickens Dobyns Hayek Mims Payne Throgmorton Passed and approved is day of , 2014. MAYOR A Approved by City Attorney's Office CITY CLERK N O CA C z -• Zfc- w 0 Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 15-219 RESOLUTION AUTHORIZING CONVEYANCE OF A SINGLE FAMILY HOME LOCATED AT 1116 EAST BURLINGTON STREET. WHEREAS, the UniverCity Neighborhood Partnership Program is a joint effort between the University of Iowa and the City to encourage home ownership and reinvestment in designated neighborhoods surrounding the University of Iowa; and WHEREAS, the City purchases rental units located in designated neighborhoods surrounding the University of Iowa, rehabilitates them, and then sells them to income -eligible buyers; and WHEREAS, the City purchased and rehabilitated a single family home located at 1116 East Burlington Street, Iowa City; and WHEREAS, the City has received an offer to purchase 1116 East Burlington Street for the principal sum of $189,000 (the amount the City paid to acquire the home), plus the "carrying costs" of approximately $50,300, which are all costs incurred by the City to acquire the home, maintain it and sell it, including abstracting and recording fees, interest on the loan to purchase the home, mowing and snow removal, utilities, real estate taxes, and any costs in excess of $50,000 to repair and rehabilitate the home; and WHEREAS, this sale would provide affordable housing in a designated area surrounding the University of Iowa; and WHEREAS, on June 4, 2015, the City Council adopted a Resolution proposing to convey its interest in 1116 East Burlington Street, authorizing public notice of the proposed conveyance, and setting the date and time for the public hearing; and WHEREAS, following the public hearing on the proposed conveyance, the City Council finds that the conveyance is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that: 1. Upon the direction of the City Attorney, the Mayor and the City Clerk are authorized to execute a warranty deed conveying the City's interest in 1116 East Burlington Street, legally described as part of Lot 24, J. & J.W. Clark's Addition, Iowa City, Iowa. 2. The City Attorney is hereby authorized to deliver said warranty deed and to carry out any actions necessary to consummate the conveyance required by law. Resolution No. 15-219 Page 2 It was moved by Dickens adopted, and upon roll call there were: AYES: NAYS and seconded by Botchway the Resolution be ABSENT: Botchway Dickens x Dobyns Hayek Mims Payne Throgmorton Passed and approved this 16th day of June , 2015 ATTEST:. CITY ZXERK Approved by City Attorney's Office June 16, 2015 The City Council of the City of Iowa City, State of Iowa, met in open session, in, Emma J. Harvat Hall, City Hall, 410 E. Washington, Iowa City, Iowa, at 7 o'clock P .M., on the above date. There were present Mayor Hayek , in the chair, and the following named Council Members: Botchway, Dickens, Hayek, Mims, Payne, Throgmorton Absent: Dob -1- Council Member Mims introduced the following Resolution entitled "RESOLUTION DIRECTING EXECUTION OF A MASTER LEASE PURCHASE AGREEMENT AND AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF LEASE PURCHASE AGREEMENT; AND AUTHORIZING THE EXECUTION, PERFORMANCE AND DELIVERY OF A PLEDGE AND SECURITY AGREEMENT, ASSIGNMENT AND DELEGATION AGREEMENT, TRUST AGREEMENT, PROJECT WARRANTIES AGREEMENT, AND REVISED EXHIBIT B TO THE MASTER LEASE PURCHASE AGREEMENT, SUBJECT TO CERTAIN CONDITIONS PRECEDENT", and moved that the same be adopted. Council Member Botchway seconded the motion to adopt. The roll was called and the vote was, AYES: Botchway, Dickens, Havek Mims, Payne, ThroRmorton NAYS: None ABSENT: Dobyns Whereupon, the Mayor declared the resolution duly adopted as follows: Resolution No 15-220 RESOLUTION DIRECTING EXECUTION OF A MASTER LEASE PURCHASE AGREEMENT AND AGREEMENT REGARDING ASSIGNMENT AND ASSUMPTION OF LEASE PURCHASE AGREEMENT; AND AUTHORIZING THE EXECUTION, PERFORMANCE AND DELIVERY OF A PLEDGE AND SECURITY AGREEMENT, ASSIGNMENT AND DELEGATION AGREEMENT, TRUST AGREEMENT, PROJECT WARRANTIES AGREEMENT AND REVISED EXHIBIT B TO THE MASTER LEASE PURCHASE AGREEMENT, SUBJECT TO CERTAIN CONDITIONS PRECEDENT WHEREAS, pursuant to notice published as required by law, this Council on January 6, 2015, has held a public meeting and hearing upon the proposal to authorize a Lease Purchase Agreement for certain Parking System Enterprise Improvements (the "Lease Purchase Improvements"), payable solely and only by Parking Enterprise Revenues, in an amount not to exceed $16,000,000; and WHEREAS, the City Council of Iowa City, Iowa finds that it is in the best interest of the City and residents thereof that the Council approve the execution of a Master Lease Purchase Agreement with A & M Development, II, L.L.C., as Lessor; and WHEREAS, it is expected that, upon final inspection of the Lease Purchase Improvements, issuance of a Certificate of Acceptance, determination of, and agreement on, a -2- final interest rate, and satisfaction of other conditions precedent contained in the Master Lease Purchase Agreement and Agreement Regarding Assignment and Assumption, A & M Development II, L.L.C. will assign its interest in the Master Lease Purchase Agreement to Capital One Public Funding, LLC pursuant to an Assignment and Delegation Agreement, the City's obligation to perform and pay will be evidenced by execution of a Pledge and Security Agreement and a Revised Exhibit B to the Master Lease Purchase Agreement (providing a final interest rate), a Trust Agreement will be executed, and certain warranties pertaining to the Lease Purchase Improvements will be covered by a Project Warranties Agreement (the Assignment and Delegation Agreement, Pledge and Security Agreement, Trust Agreement and Project Warranties Agreement, and Revised Exhibit B to the Master Lease Purchase Agreement, collectively referred to below as the "Final Documents"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, JOHNSON COUNTY, STATE OF IOWA: Section 1. That execution and delivery of the Master Lease Purchase Agreement inclusive of Exhibits A through F, and an Agreement Regarding Assignment and Assumption, in substantially the form attached to this resolution are approved and confirmed. Section 2. That execution, performance and delivery of the Final Documents on file in the office of the City Clerk are authorized and approved, including such variations, changes, insertions, deletions, and filling in of blanks as have been approved by legal counsel and the officers executing the said Final Documents, subject to final City inspection of the Lease Purchase Improvements, issuance of a Certificate of Acceptance, determination of, and agreement on, a final rate of interest for inclusion in the Revised Exhibit B to the Master Lease Purchase Agreement, and determination that all other conditions precedent in the Master Lease Purchase Agreement and Agreement Regarding Assignment and Assumption have either occurred or been waived. Section 3. The execution and delivery of such Master Lease Purchase Agreement inclusive of Exhibits A through F, an Agreement Regarding Assignment and Assumption, and the Final Documents, for and on behalf of the City by the Mayor and attested to by the City Clerk shall constitute conclusive evidence of approval of any such variations, changes, insertions, deletions or filling-in of blanks. Section 4. Officers of the City are hereby authorized to make such covenants, representations and assurances, and to execute and deliver such other certificates, approvals and related documents, as are necessary to effectuate the execution, performance and delivery of the Final Documents. -3- PASSED AND APPROVED this 16th day of June, 2015. ATTEST: -k - v City Clerk CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF JOHNSON ) I, the undersigned City Clerk of the City of Iowa City, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the City showing proceedings of the City Council, and the same is a true and complete copy of the action taken by the Council with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way; that meeting and all action thereat was duly and publicly held in accordance with a notice of public hearing and tentative agenda, a copy of which was timely served on each member of the Council and posted on a bulletin Council or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Council (a copy of the face sheet of the agenda being attached hereto) pursuant to the local rules of the Council and the provisions of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required by law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective City offices as indicated therein, that no Council vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. WITNESS my hand and the seal of the City hereto affixed this 16th day of ,June , 2015. City Nerk, City of Iowa City, State of Iowa (SEAL) 01118165-1\10714-118 MASTER LEASE PURCHASE AGREEMENT BETWEEN CITY OF IOWA CITY, IOWA and A & M DEVELOPMENT II, L.L.C. DATED: .Tune 16th , 2015 Execution Version TABLE OF CONTENTS This Table of Contents is not a part of this Lease Purchase Agreement and is only for convenience of reference. ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions Section 1.2. Exhibits ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranties of the Lessee Section 2.2. Representations, Covenants and Warranties of the Lessor ARTICLE III ACQUISITION OF THE PROJECT; LEASE OF THE IMPROVEMENTS Section 3.1. Acquisition and Construction of Project; Payment of Cost Section 3.2 Declaration of Condominium and Title Examination Section 3.3. Acceptance of Possession Section 3.4. Lease Section 3.5. Possession and Enjoyment Section 3.6 Lessor Access to Lease Purchase Improvements ARTICLE IV TERM OF LEASE Section 4.1. Lease Term Section 4.2. Termination of Lease Term Section 4.3. Conveyance of Property ARTICLE V LEASE PAYMENTS; OTHER PAYMENTS Section 5.1. Lease Payments Section 5.2. Source of Lease Payments Section 5.3. Risk of Loss 2 Execution Version ARTICLE VI MAINTENANCE, TAXES, INSURANCE AND OTHER MATTERS Section 6.1. Use Section 6.2. Maintenance of Improvements by the Lessee. Section 6.3. Taxes Section 6.4. Insurance Section 6.5. Condominium Assessments Section 6.6. Liabilities Section 6.7 Damage, Destruction and Condemnation ARTICLE VII TITLE Section 7.1 Title Section 7.2 Liens Section 7.3 Installation of the Lessee's Equipment Section 7.4 Modification of Lease Purchase ARTICLE VIII PROJECT WARRANTIES Section 8.1. Design of the Project Section 8.2. Construction and Maintenance Section 8.3. Architects and Contractors' Warranties Section 8.4. Warranties Section 8.5 Call Backs Section 8.6 Limitations ARTICLE IX ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 9.1. Assignment by the Lessor Section 9.2. Registration of Lease; Appointment of Registrar; Transfer; Ownership and Delivery Section 9.3. Assignment and Subleasing by the Lessee Section 9.4. Restriction on Mortgage or Sale of Project by the Lessor 3 Execution Version ARTICLE X PREPAYMENT; DISCHARGE Section 10.10ptional Prepayment Section 10.2. Prepayment Upon Damage, Destruction or Condemnation Section 10.3. Exercise of Option Section 10.4. Release of the Lessor's Interest ARTICLE XI RESERVED ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined Section 12.2. Remedies on Default Section 12.3. Return of Lease Purchase Improvements Section 12.4. No Remedy Exclusive Section 12.5. Agreement to Pay Attorneys' Fees and Expenses ARTICLE XIII ADMINISTRATIVE PROVISIONS Section 13.1. Notices Section 13.2. Binding Effect Section 13.3. Severability Section 13.4. Amendments, Changes and Modifications Section 13.5. Captions Section 13.6. Further Assurances and Corrective Instruments Section 13.7. Execution in Counterparts Section 13.8. Applicable Law EXHIBIT A- Description of Project EXHIBIT B - Schedule of Lease Payments and Balance of Principal Outstanding EXHIBIT C - Opinion of Counsel to Lessee EXHIBIT D - Opinion of Council to Lessor EXHIBIT E - Description of Development Property EXHIBIT F - Preliminary Plans 4 Execution Version THIS MASTER LEASE PURCHASE AGREEMENT dated as of June 16 , 2015 (the "Lease"), by and between the City of Iowa City, Iowa, a duly organized political subdivision of the State of Iowa (hereafter "City" or "Lessee"), and A & M Development II, L.L.C., an Iowa limited liability company (hereafter "A&M" or "Lessor"). WITNESSETH: WHEREAS, pursuant to Chapters 364 and 403, the Lessee, as a political subdivision of the State of Iowa; may enter into a lease purchase agreement for the purpose of acquiring a city parking ramp; and WHEREAS, the Lessee has determined that it is necessary and desirable to provide for the design, construction and acquisition by Lease Purchase of a parking ramp condominium unit described in Exhibit A hereto and commonly known as the Harrison Street Parking Facility (the "Lease Purchase Improvements"); and WHEREAS, the Lessor is willing to finance the design, acquisition and construction of the Project, to lease the Lease Purchase Improvements to the Lessee pursuant to this Lease, and the Lessee is willing to lease the Lease Purchase Improvements from the Lessor, pursuant to this Lease; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: [The remainder of this page was intentionally left blank.] 5 Execution Version ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified. Act: Chapter 364 of the Iowa Code, as amended. After Payment Termination Value: The sum to be paid by the City under Article X as shown on Exhibit B. Aggregate Lease Payments: the sum of all Lease Payments due under the Lease. Balance of Principal Outstanding_The amount of Principal remaining outstanding on any Lease Payment Date during the Term of this Lease after payment by the Lessee of the Lease Payment due on such date as shown on Exhibit B to this Lease. Business Day: Any day other than a Saturday, a Sunday, a day on which banking institutions are authorized by law to close for general banking purposes in the State of Iowa, a day on which the offices of the City of Iowa City are closed or a day on which either the Lessor or the Lessee is unable to open or be open for reasons not related to its financial condition. City: The City of Iowa City, Iowa, a political subdivision of the State of Iowa. Code: The Internal Revenue Code of 1986, as amended, and the regulations of the United States Treasury Department promulgated thereunder. Commencement Date: The date of acceptance of possession by the Lessee of the Lease Purchase Improvements under Section 3.3 Completion Date: The date upon which the construction of the Lease Purchase Improvements is completed in accordance with the final plans and specifications approved by the City. Contractor: Each general contractor, subcontractor or material supplier providing services or materials or both for the construction of the Lease Purchase Improvements. Council or City Council: The City Council of Iowa City, Iowa. Declaration of Condominium: The document submitting the Development Property to a Horizontal Property Regime pursuant to Chapter 499B of the Iowa Code. Development Property: The real estate described in Exhibit E upon which the Project will be constructed. Final Plans: Those certain final construction plans and specifications and cost estimates for the Lease Purchase Improvements submitted by Lessor and approved by the City. 6 Execution Version Fiscal Year: Each twelve month fiscal period of the Lessee, commencing July I of any year to June 30 of the next succeeding year, or any such other fiscal year as the State of Iowa may adopt. General Assembly: The General Assembly of the State. Interest: The portion of any Lease Payment designated as interest in the attached Exhibit B. Lease or Lease Purchase Agreement: This Lease Purchase Agreement, by and between the Lessee and the Lessor, as the same may be from time to time supplemented and amended by Lease Amendments or any other amendment entered into in accordance with the terms hereof. Lease Payment Date: The date upon which any Lease Payment is due and payable as provided in Exhibit B. Lease Payments: The payments due from the Lessee to the Lessor on each Lease Payment Date during the Term of this Lease, as shown on Exhibit B. Lessee:. The City of Iowa City, Iowa, or any successor to its functions. Lessee Representative: The person at the time designated to act on behalf of the Lessee by written certificate furnished to the Lessor containing the signature of such person and signed on behalf of the Lessee by the authorized representative of the Lessee. Such certificate may designate an alternate or alternates. Lessor: A&M Development II LLC, or any successor or assign serving as Lessor in accordance with the terms of this Lease. Lessor Representative: The person at the time designated to act on behalf of the Lessor by written certificate furnished to the Lessee containing the signature of such person and signed on behalf of the Lessor by an authorized officer of the Lessor. Such certificate may designate an alternate or alternates. Net Proceeds: Any insurance proceeds or condemnation award, paid with respect to the Lease Purchase Improvements, remaining after payment therefrom of all expenses incurred in the collection thereof. Parking Ramp Condominium Unit: The portion of the Development Property constituting the Lease Purchase Improvements assembled into a condominium unit under the Declaration of Condominium. Permitted Encumbrances: As of any particular time: (i) liens from taxes and assessments not then delinquent, (ii) this Lease, (iii) the Lessor's interest in the Lease Purchase Improvements, if any; (iv) rights reserved to or vested in any municipality or governmental entity or other public authority to contract or regulate; and, (v) the Declaration of Condominium 7 Execution Version Prelimin Plans: Those certain construction plans and specifications and cost estimates for the Lease Purchase Improvements further described in Exhibit F. Principal or Principal Component: The portion of any Lease Payment designated and comprising Principal as shown in the attached Exhibit B. The Principal shall not exceed the projected Lease Purchase Improvement Project Costs under Section 3.1(b) hereof by more than 10% unless mutually agreed to in writing by the parties to this Agreement. Project: Lessor's design and construction of the lease purchase improvements and Lessee's acquisition of the lease purchase improvements as provided in this Lease Purchase Agreement. Lease Purchase Improvements: The Improvements which are being acquired and leased by the Lessee pursuant to this Lease and which are more fully described in Exhibit A hereto. Lease Purchase Improvement Project Costs or Costs of the Lease Purchase Project or Costs of the Project or Cost: All costs of the construction of the Project including the following: (a) fees and expenses of Lessor with respect to architectural engineering analysis and surveys, soil borings and soil tests and other preliminary investigations and items necessary for the commencement of construction of the Lease Purchase Improvements, preparation of plans, drawings and specifications and supervision of construction, as well as for the performance of all other duties of surveyors and engineers in relation to either the construction, furnishing and equipping of the Lease Purchase Improvements; (b) all costs and expenses directly related to the Lease Purchase Improvements including the actual cost of labor, materials, machinery, furnishings and equipment as payable to contractors, builders and materialmen in connection with the construction, furnishing and equipping of the Lease Purchase Improvements; (c) the cost of any insurance and performance and payment bonds or such security as may be acceptable to the City and maintained during the construction period; (d) expenses of administration, supervision and inspection properly chargeable to the Lease Purchase Improvements; (e) all other items of expenses not elsewhere specified in this definition as may be necessary or incident to the construction, installation, equipping and furnishing of the Lease Purchase Improvements. State: The State of Iowa. State and Federal Law or Laws: The Constitution and any law of the State and any rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any federal agency. 8 Execution Version Tax Exemption Certificate: The Tax Exemption Certificate delivered by the Lessee and dated as of the Commencement Date with respect to the Lease Purchase Improvements. Termination Date: The date this Lease is terminated under Section 4.2 hereof Term of this Lease or Lease Term: The period commencing on the Commencement Date, and ending on the date the last Lease payment is due and payable as shown in Exhibit B, subject to earlier termination in accordance with the provisions of this Lease. Unavoidable Delays: The 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 necessary for construction and installation of the Lease Purchase Improvements, litigation commenced by third parties, or the acts of any federal, State or local governmental unit (other than the City). Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease. Exhibit A: A description of the Lease Purchase Improvements being constructed pursuant to this Lease. Exhibit B: A schedule indicating the date and amount of each Lease Payment coming due during the Lease Term and the amount of each Lease Payment comprising Principal and Interest, and the Balance of Principal Outstanding as of each Lease Payment Date. Exhibit C: An opinion of counsel to the Lessee as to the authority and powers of the Lessee; the validity, execution and delivery of this Lease, and various related documents, the absence of litigation; and related matters. Exhibit D: An opinion of counsel to the Lessor as to the authority and powers of the Lessor; the validity, execution and delivery of this Lease and various related documents, the absence of litigation; and related matters. Exhibit E: Preliminary Plans for the Lease Purchase Improvements. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.l .Representations, Covenants and Warranties of the Lessee. The Lessee represents, covenants and warrants as follows: 9 Execution Version (a) The Lessee is a political subdivision of the State and is authorized under the Constitution and laws of the State to enter into this Lease Purchase Agreement and the transactions contemplated hereby, and to perform all of its obligations hereunder. (b) The officers of the Lessee executing this Lease Purchase Agreement have been duly authorized to execute and deliver this Lease Purchase Agreement under the terms and provisions of a resolution of the Lessee's governing body, or by other appropriate official action. (c) The Lessee has complied with all State and Federal Laws applicable to this Lease and the acquisition of the Lease Purchase Improvements by the Lessee. (d) The Lease Purchase Improvements will be used during the Term of this Lease only to carry out the governmental purposes of the Lessee. (e) The Lease Purchase Improvements are essential to the Lessee's public purposes. (f) It is the intention of the Lessee that the Interest portion of the Lease Payments under this Lease be and remain excludable from the gross income of the recipient thereof for federal income tax purposes pursuant to the appropriate provisions of the Code. In furtherance thereof the Lessee covenants to comply with the provisions of the Code as they may from time to time be in effect or amended and further covenants to comply with applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the Interest portion of the Lease Payments under this Lease will remain excluded from the gross income of the recipient thereof for federal income tax purposes. Any and all of the officers of the Lessee are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. (g) Reserved (h) During the Term of this Lease, the Lessee will not take any action which will cause the Interest portion of the Lease Payments to become includable in gross income of the recipient thereof for federal income tax purposes. (i) The Lease Purchase Improvements comply and will comply with all applicable building and zoning ordinances and regulations, if any. 0) Neither the execution and delivery hereof, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions, and provisions of any restriction or any agreement or instrument to which the Lessee is now a party or by which the Lessee is bound, or constitutes a default under any of the foregoing. 10 Execution Version (k) Lessee shall NOT designate this Lease Purchase Agreement as qualified tax- exempt obligations under Section 265(b)(3) of the Code, and therefore, the Agreement will NOT be bank qualified. Section 2.2. Representations. Covenants and Warranties of the Lessor. The Lessor represents, covenants and warrants as follows: (a) The Lessor is a limited liability company duly organized under the laws of Iowa, and is duly qualified and in good standing and authorized to transact business in the State; has power to enter into this Lease; is possessed of full power to own and hold real and personal property, and to lease the same; and has duly authorized the execution and delivery of this Lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Lessor is now a party or by which the Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Lessor, or upon the Improvements except Permitted Encumbrances. (c) The officers of the Lessor executing this Lease have been duly authorized to execute and deliver this Lease. (d) Upon the termination of this lease under Sections 4.2(a) and 4.2 (c) , the Lessor will deliver to the Lessee all documents which are or may be necessary to vest all of the Lessor's right, title and interest in and to the Parking Ramp Condominium Unit in the Lessee, and will release all liens and encumbrances with respect to the Parking Ramp Condominium Unit, as provided in Article X hereof. (e) The Lessor will not transfer, lease, mortgage, assign or encumber its interest in this Lease or the Parking Ramp Condominium Unit except as allowed herein. (f) Assuming the due authorization, execution and delivery thereof by the Lessee, this Lease and all instruments and documents contemplated in this Lease which are executed and delivered by the Lessor constitute and will constitute legal, valid, binding and enforceable obligations or representations, as the case may be, of the Lessor, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and except to the extent that the enforceability thereof may be affected by general principles of equity. (g) Lessor is responsible to Lessee for the acts and omissions of Lessor, the architects, engineers, subcontractors, or their agents or employees, or any other persons or entities performing portions of the Project for the Lessor. The Lessee shall have no control over 11 Execution Version or charge of and will not be responsible for the acts or omissions of the architect, engineers, subcontractors, or their agents or employees, or any other persons or entities performing portions of the Project for the Lessor. ARTICLE III ACQUISITION OF THE PROJECT; LEASE OF THE IMPROVEMENTS Section 3.1. Acquisition and Construction of Project: Payment of Cost. (a) The Lessor agrees that it will acquire the Development Property and design and construct the Lease Purchase Improvements on the Development Property. Lessor agrees that the scope and scale of the Lease Purchase Improvements to be constructed shall not be less than the scope and scale as specified in the Final Plans. (b) The parties agree that the Preliminary Plans are attached hereto as Exhibit F. Lessor shall cause Final Plans to be provided to the City on or before July 15, 2015, and upon submission of such Final Plans, the City shall, in accordance with the guidelines as provided in this Lease, within fifteen (15) working days following the submission of the Final Plans, advise Lessor in writing of the deficiencies, if any, in those submitted Final Plans. The Final Plans shall include a statement of the Lease Purchase Improvement Project Costs, and shall further provide for the Lease Purchase Improvements to be constructed in conformity with this Lease, and all applicable state and presently existing local laws and regulations. The City shall approve the Final Plans in writing if (i) the Final Plans conform to the terms and conditions of this Lease; (ii) to the best of the City's knowledge, the Final Plans conform to all applicable federal, state and presently existing local laws, ordinances, rules and regulations and City permit requirements; (iii) the Final Plans are determined by the City to be adequate for the City's contemplated use as a parking facility; (iv) no Event of Default under the terms of this Agreement has occurred; and (v) the Lease Purchase Improvement Project Costs do not exceed $16,000,000. The proposed Final Plans by Lessor must be rejected in writing by the City within fifteen (15) working days of submission or shall be deemed to have been approved by the City. If the City rejects the Final Plans in whole or in part, Lessor shall submit new or corrected Final Plans within thirty (30) days after receipt by Lessor of written notification of the rejection, accomplished by a written statement of the City specifying the respects in which portion of the Final Plans submitted by Lessor fail to conform to the requirements set forth in this Lease. The provisions of this Section relating to approval, rejection and resubmission of corrected Final Plans shall continue to apply until the Final Plans have been approved in writing by the City, or until three (3) resubmissions have been made. If the third resubmission is rejected by the City, this Lease shall automatically terminate without further action by the parties unless the parties agree otherwise in writing. Approval of the Final Plans by the City shall not relieve Lessor of any obligation to comply with the terms and provisions of this Lease, or the provision of 12 Execution Version applicable federal, state or any other local laws, ordinances and regulations, nor shall approval of the Final Plans by the City be deemed to constitute a waiver of any Event of Default, provided however, the parties acknowledge that the City's approval of the Final Plans is a condition precedent to Lessor's obligation to commence construction as provided in Section 3.1(a) of this Agreement. Approval of Final Plans hereunder is solely for purposes of this Lease, and shall not constitute approval for any other City purpose nor subject the City to any liability for the Lease Purchase Improvements as constructed. Lessee's approval of the final plans is not a waiver by Lessee of the warranties or professional obligations of the Lessor, the architect or any other persons or entities performing portions of the Project on behalf of Lessor. (c) Subject to Unavoidable Delays, Lessor shall cause construction of the Lease Purchase Improvements to be substantially completed by (i) no later than March 1, 2017, or (ii) on such other date, as the parties shall mutually agree in writing. Time lost as a result of Unavoidable Delays shall be added to extend this date beyond such date a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the Lease Purchase Improvements to be constructed or provided by Lessor shall be in conformity with the Final Plans as submitted by Lessor and approved by the City. Until construction of the Lease Purchase Improvements has been completed, Lessor shall make reports to the City, in such detail and at such times as may reasonably be requested by the City, as to the actual progress of Lessor with respect to construction of the Lease Purchase Improvements, but not more frequently than monthly. Lessor agrees that it shall permit designated representatives of the City to enter upon the Development Property during the construction of the Lease Purchase Improvements to inspect such construction. (d) The Lessor shall construct —the Lease Purchase Improvements in accordance with the Final Plans approved by the City and applicable State law. The Lessor shall have full authority and the sole right under this Lease to supervise and control, directly or indirectly, all aspects of the construction of the Lease Purchase Improvements. (e) The Lessor shall obtain, and submit at the time of execution of this Lease a corporate surety bond or other form of security acceptable to the Lessee, payable to the Lessee, for the construction of the Lease Purchase Improvements pursuant to this Lease in an amount equal to one hundred percent of the Lease Purchase Improvement Project Cost. This bond or other form of security shall be in effect at all times from the date this Agreement is executed until the Commencement Date. Section 3.2. Declaration of Condominium and Title Examination. 13 Execution Version (a) Within 30 days after Lessor acquires the Development Property, Lessor shall submit the Development Property to a Declaration of horizontal property regime pursuant to Chapter 499B of the Code of Iowa. (b) The Lease Purchase Improvements will be a single condominium unit under said Declaration (hereafter "Parking Ramp Condominium Unit" as defined in Article 1 hereof). (c) Said Declaration is subject to the approval of the City prior to the Commencement Date of this Lease. (d). The Lessor shall provide an Abstract of title for the Parking Ramp Condominium Unit for examination by City at least 60 days before the Commencement Date, after which the City shall have 30 calendar days to examine same and issue a preliminary title opinion. Such abstract shall show merchantable title in the Lessor in conformity with this Agreement, Iowa law and the title standards of the Iowa State bar Association, and shall show title free and clear of all taxes, encumbrances, easements, covenants, reservations and restrictions, except as otherwise agreed to herein, which shall be subject to the approval of the City after examination of the abstract of title and the review of any easements and restrictions or reservations. Section 3.3. Acceptance of Possession. Upon written request of Lessor together with certification of the Lease Purchase Improvement Project Cost (which shall not exceed the amount approved by the City in Section 3.1(b) above unless the City has agreed in writing to pay a Lease Purchase Improvement Project Cost in excess thereof) and certification by Lessor's architect that all Lease Purchase Improvements were constructed in accordance with Section 3.1 of this Lease, the City will conduct a final inspection of the Lease Purchase Improvements. If the City determines that the Lease Purchase Improvements were constructed in accordance with the Final Plans, the City shall promptly accept possession of the Lease Purchase Improvements (the "Commencement Date") subject to the following conditions: (a) City's approval of the Declaration of Condominium; (b) City's approval of title pursuant to Section 3.2(d) hereof; (c) Lessee's assignment of warranties and bonds for architectural and construction services to City (d) Lien waivers and supporting evidence from each contractor performing work on the Lease Purchase Improvements, including sub -contractors, and for all materials supplied; (e) A certificate of occupancy. 14 Execution Version Such acceptance shall be a conclusive determination of satisfactory termination of the covenants and conditions of this Lease with respect to the obligations of Lessor to construct the Lease Purchase Improvements. Section 3.4. Lease. The Lessor hereby agrees to lease the Lease Purchase Improvements to the Lessee as of the Commencement Date, and the Lessee hereby agrees to lease Lease Purchase Improvements from the Lessor on the Commencement Date, subject to the terms and conditions set forth in this Lease. Section 3.5. Possession and Enjoyment. The Lessor hereby covenants to provide the Lessee during the Term of this Lease with the quiet use and enjoyment of the Lease Purchase Improvements, and the Lessee shall during the Term of this Lease peaceably and quietly have and hold and enjoy the Lease Purchase Improvements, without suit, trouble or hindrance from the Lessor, except as expressly set forth in this Lease. The Lessor will, at the request of the Lessee and at the Lessee's cost, join in any legal action in which the Lessee asserts its right to such possession and enjoyment to the extent the Lessor lawfully may do so. Section 3.6 Lessor Access to Lease Purchase Improvements. The Lessee agrees that the Lessor shall have the right at all reasonable times during the Lease Term to examine and inspect the Lease Purchase Improvements. ARTICLE IV TERM OF LEASE Section 4.1. Lease Term. This Lease shall be in effect for a Term commencing upon the Commencement Date and ending on the date upon which the Lessee has paid to the Lessor the aggregate Lease Payments required to be paid by it under this Lease as shown on Exhibit B hereto unless terminated as provided in Section 4.2. Section 4.2. Termination of Lease Term. The Term of this Lease will terminate upon the occurrence of the first of the following events: (a) the exercise by the Lessee of its option to purchase the Lessor's interest in the Lease Purchase Improvements pursuant to Article X hereof; (b) an occurrence of an Event of Default and the election of the party not in default to terminate this Lease pursuant to Article XII hereof; or (c) the payment by the Lessee of the aggregate Lease Payments and the expiration of the Lease Term as stated in Section 4.1 hereof. (d) termination under Section 3.1(b) of this Lease. 15 Execution Version Section 4.3. Conveyance of Property. Upon payment of the Lease Payments due hereunder, or upon prepayment in whole of the After Payment Termination Value or discharge of the Lessee's obligation to make the Lease Payments with respect to the Development Property or the Project in accordance with Article X hereof, the Lessor shall convey the property to Lessee as follows: (a) Form of Deed. Upon payment by City of the final lease payment Lessor shall convey the Lease Purchase Improvements, assembled in form as the Parking Ramp Condominium Unit, to City by Warranty Deed. (b) Recordation of Deed. The City shall promptly file the Deed for recordation at City expense among the land records in the office of the Johnson County Iowa Recorder. (c) Abstract of Title. Lessor shall provide an Abstract of Title on the Parking Ramp Condominium Unit for examination by City at least 60 days prior to the date of the final lease payment hereunder, after which the City shall have 30 calendar days to examine same and issue a preliminary title opinion. The Abstract shall become the property of the City at the time of delivery of the Deed, and such Abstract shall show good and merchantable title in the Lessor in conformity with this Agreement, Iowa law and the title standards of the Iowa State Bar Association, and shall show title free and clear of all taxes, encumbrances, easements, covenants, reservations and restrictions, except as otherwise agreed to herein, which shall be subject to approval of City after examination of the abstract of title and review of the specific terms of any easements and restrictions or reservations. ARTICLE V LEASE PAYMENTS; OTHER PAYMENTS Section 5.1. Lease Payments. The Lessee shall pay Lease Payments in the amounts specified in Exhibit B hereto. The Lessee acknowledges that its obligations hereunder commence as of the Commencement Date. Such Lease Payments comprise Principal and Interest as shown in the attached Exhibit B, and it is agreed that the Lease Payment may be adjusted as further set forth in Exhibit B. All Lease Payments shall be paid directly to the Lessor. Section 5.2. Source of Lease Payments. Notwithstanding any other provision of this Lease apparently to the contrary, this Lease shall not constitute a general obligation of the Lessee, and the full faith and credit of the Lessee is not pledged for the payment of the Lease Payments or the performance by the Lessee of its obligations hereunder. Payments will be secured solely and only by the net revenues of the City of Iowa City Parking Enterprise ("the Parking System"). No debt service reserve fund shall be required to secure the Lease. 16 Execution Version The Lessee will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System ("Additional Obligations") having priority over the Lease: provided, however, the Additional Obligations may be secured by one or more debt service reserve funds which do not secure this Lease so long as such Additional Obligations are on parity with this Lease in all other respects. The Lease shall be on parity with any first lien notes, bonds or obligations outstanding (which have not been legally or economically defeased) as of the Commencement Date that are secured by the net revenues of the Parking System. From and after the Commencement Date, Additional Obligations may be issued on a parity and equality of rank with the Lease with respect to the lien and claim to the revenues of the Parking System for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding the Lease, parity obligations or Additional Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation; (b) For the purpose of refunding the Lease, parity obligations, Additional Obligations, or general obligation notes or bonds issued for the purpose of making extensions, additions, repairs, improvements or replacements to the Parking System, or for the purpose of making extensions, additions, repairs, improvements or replacements to the Parking System, if all of the following conditions shall have been met: (i) before any such Additional Obligations are issued, there will have been procured and filed with the City Clerk, a statement of an independent auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, reciting the opinion based upon necessary investigations that the net revenues of the Parking System for the preceding Fiscal Year (with adjustments as hereinafter provided) were equal to at least 1.25 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the Lease and any obligations on parity with the Lease for both principal of and interest then outstanding which are payable from the net earnings of the Parking System and the Additional Obligations then proposed to be issued. For the purpose of determining the net revenues of the Parking System for the preceding fiscal year as aforesaid, the amount of the gross revenues for such year may be adjusted by an independent auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding fiscal year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Lease herein authorized. 17 Execution Version (iii) for the purposes of this Section, principal and interest falling due on the first day of a fiscal year shall be deemed a requirement of the immediately preceding fiscal year. (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the City Council and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the Parking System. (v) for purposes of this Section, "preceding fiscal year" shall be the most recently completed fiscal year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a fiscal year which ended more than eighteen months prior to the date of issuance of Additional Obligations. Section 5.3. Risk of Loss. The Lessor and the Lessee agree that on or after the Commencement Date the Lessee shall bear all risk of damage or destruction in whole or in part to the Lease Purchase Improvements or any part thereof including, without limitation, any loss, complete or partial, or any interruption in the use or operation of the Lease Purchase Improvements, or any event which for any reason interferes with, prevents or renders burdensome the use or operation of the Lease Purchase Improvements or the compliance by the Lessee with any of the terms of this Lease except loss, interruption or event of interference caused by the Lessor. In furtherance of the foregoing, but without limiting any of the other provisions of this Lease, the Lessee agrees that its obligations to pay the Lease Payments and other sums herein provided for and to perform and observe its other agreements contained herein shall be absolute and unconditional, except as provided in Section 5.2 or applicable law. The Lessee shall not be entitled to any abatement or diminution thereof nor to any termination of this Lease by reason of- (a) f (a) any damage to or destruction or condemnation of the Lease Purchase Improvements or any part thereof; or (b) except when caused by the Lessor, any interruption or prevention from any cause whatsoever of the use or operation of the Lease Purchase Improvements or any part thereof whether or not resulting from the operation of any covenants, the occurrence of any default or from any restriction or requirement of law, ordinance, rule or regulation of any public body or authority having jurisdiction over the Improvements (whether relating to the use or operation of the Improvements or the quality, character or condition of the Improvements related thereto or otherwise); or (c) any acts or circumstances constituting failure of consideration, eviction or constructive eviction, or commercial frustration of purpose; or (d) any change in the tax or other laws or administrative rulings of or administrative actions by the United States of America or the State or any political subdivision or agency of either; or 18 Execution Version (e) any other reason whatsoever, whether similar or dissimilar to the foregoing. However, nothing herein shall be construed to release the Lessor from the performance of its obligations hereunder; and if the Lessor should fail to perform any such obligation, the Lessee may institute such legal action against the Lessor as the Lessee may deem necessary to compel the performance of such obligation or to recover damages therefor. ARTICLE VI MAINTENANCE, TAXES, INSURANCE, CONDOMINIUM ASSESSMENTS AND OTHER MATTERS Section 6.1. Use. The Lessee shall exercise due care in the use, operation and maintenance of the Lease Purchase Improvements, and shall not install, use, operate or maintain the Lease Purchase Improvements improperly, carelessly, in violation of any State or Federal Law or in a manner that would cause the excludability of interest with respect to the portion of the lease payments consisting of the interest payments in accordance with the Code, or for a purpose or in a manner contrary to that contemplated by this Lease. Section 6.2. Maintenance of Improvements by the Lessee. Except as otherwise provided in the Declaration of Horizontal Property Regime, during the term of this Lease, the Lessee shall, at its own expense, maintain, preserve and keep the Lease Purchase Improvements in good repair, working order, condition and/or operation, and shall from time to time make all repairs and replacements necessary to keep the Lease Purchase Improvements in such condition. The Lessor shall have no responsibility for any of these repairs or replacements. Section 6.3. Taxes. The Lessee will not be liable to pay any taxes incurred with respect to the Project prior to the Commencement Date, or incurred by the Lessor with respect to the Lessor's income in connection with this Lease, or sales tax paid with respect to the Project. From the Commencement Date until the Termination Date, the Lessee will pay, to the extent required by law, as the same respectively become due, all taxes, special assessments, and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Lease Purchase Improvements assembled in form as the Parking Ramp Condominium Unit or any furnishings, equipment or other property installed or brought by the Lessee therein or thereon. The Lessee may, at its expense and in its own name and behalf or in the name and on behalf of the Lessor, in good faith contest any such taxes, payments in lieu of taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, payments in lieu of taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Lessor shall notify the Lessee that, by nonpayment of any such items the rights or interest of the Lessor in the Leased Property will be materially endangered or 19 Execution Version the Leased Property or any part thereof will be subject to loss or forfeiture, in which event such taxes, payments in lieu of taxes, assessments or charges shall be paid promptly. The Lessor will cooperate with the Lessee in permitting the Lessee to conduct any such contest. Section 6.4. Insurance. The Lessor shall insure the Improvements from the date of this Lease to the Commencement Date. The Lessee shall insure the Improvements from the Commencement Date until the Termination Date. The party obligated to insure shall obtain and at all such times maintain in force, fire and extended coverage insurance (including coverage against loss or damage by fire, wind, lightning, extended coverage perils, vandalism and malicious mischief) on the Lease Purchase Improvements and all structures, improvements, fixtures and equipment constituting the Lease Purchase Improvements, other than building foundations and excavations, on a replacement cost basis to the extent of the full insurable value of the property to be so insured (without deduction for depreciation, architectural, engineering, legal or administrative fees), together with broad form boiler and machinery insurance on all equipment and objects customarily covered by such insurance and providing for full repair and replacement cost coverage. Any such policy referred to in this Section may provide that the policy does not cover the first $100,000, with the result that the Lessee is its own insurer to that extent. As an alternative to the above, the insuring party may self -insure against damage to or destruction of the Lease Purchase Improvements under a blanket insurance policy or policies which cover not only such property but other properties of the insuring party, which policy or policies may contain such reasonable deductible and coinsurance provisions as the insuring party may deem necessary or appropriate and prudent. The insuring party agrees that it will carry public liability insurance with reference to the Lease Purchase Improvements in the following amounts: $10,000,000. The non-- insuring party shall be named as an additional insured under any such policies. The insurance required by this Section may be provided by a blanket insurance policy or policies. Any insurance policy issued pursuant to Article V hereof shall be so written or endorsed as to make losses, if any, payable to the Lessor and the Lessee as their respective interests may appear. All such policies shall be obtained from companies authorized to conduct insurance business in the State of Iowa. Each insurance policy provided for herein shall contain a provision to the effect that the insurance company shall not cancel the same without first giving written notice thereof to both parties at least 30 days in advance of such cancellation, and the insuring party shall deliver to the other party duplicate copies of certificates of insurance pertaining to each such policy of insurance procured by the Lessee and agrees to keep such duplicate copies of certificates up to date. 20 Execution Version Section 6.5 Condominium Assessments. Lessee shall pay all assessments made in accordance with the Declaration of Condominium approved by the City hereunder and any amendments thereto. Section 6.6. Liabilities. From the date of this Lease to the Commencement Date and after termination of the lease pursuant to Section 4.2(b) or 4.2(d), the Lessor assumes all risks and liabilities, whether or not covered by insurance, for injury to or death of any person or damage to any property, in any manner arising out of or incident to any condition of the Lease Purchase Improvements or any portion thereof, whether such injury or death be with respect to agents or employees of the Lessee or of third parties, and whether such property damage be to the Lessee's property or the property of others. Section 6.7. Damage, Destruction and Condemnation. If (i) the Lease Purchase Improvements or any portion thereof are destroyed in whole or in part or are damaged by fire or other casualty, or (ii) title to the Lease Purchase Improvements or any part hereof, or the interest of the Lessee or the Lessor in the Lease Purchase Improvements or any part thereof, or the temporary use of the Lease Purchase Improvements or any part thereof, shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, then all Net Proceeds shall be applied to the prompt repair, restoration, modification, improvement or replacement of the Lease Purchase Improvements. ARTICLE VII TITLE Section 7.1. Title. During the Term of this Lease, legal title to the Lease Purchase Improvements and any and all repairs, replacements, substitutes and modifications shall be in the Lessor. Upon termination of this Lease for the reasons specified in Section 4.2, clauses (b) or (d) full and unencumbered legal title to the Lease Purchase Improvements shall remain in the Lessor. In such event the Lessee shall deliver possession of the Project to the Lessor. Upon termination of this Lease for the reasons specified in Section 4.2, Clauses (a) or (c), the Lessor shall convey the Lease Purchase Improvements to the Lessee by warranty deed free and clear of all liens and encumbrances as set forth in section 4.3 hereof. Section 7.2. Liens. During the Term of this Lease, neither the Lessor nor Lessee shall, directly or indirectly, create, incur, assume or suffer to exist any pledge, lien, charge, mortgage, encumbrance or claim on or with respect to the Lease Purchase Improvements, other than the respective rights of the Lessor and the Lessee as herein provided and Permitted Encumbrances. The Lessor shall promptly, at its own expense take such action as may be necessary to duly discharge or remove any such pledge, lien, charge, mortgage, encumbrance or claim if the Lessee exercises its right to purchase Lessor's interest in the Lease Purchase Improvements under 21 Execution Version Article X hereof. The Lessor shall reimburse the Lessee for any expense incurred by the Lessee in order to discharge or remove any such pledge, lien, charge, mortgage, encumbrance or claim not so discharged or removed by Lessor. Section 7.3. Installation of the Lessee's Equipment. The Lessee may at any time during the term of this Lease, and from time to time, in its sole discretion and at its own expense, install items of equipment and other personal property in or in connection with the Lease Purchase Improvements. All such items shall remain the sole property of the Lessee, in which the Lessor shall have no interest, and may be modified or removed by the Lessee at any time provided that the Lessee shall repair and restore on a timely basis any and all damage to the Lease Purchase Improvements resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the Lessee from purchasing items to be installed pursuant to this Section under a conditional sale or lease -purchase contract, or subject to a vendor's lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Lease Purchase Improvements or Development Property. Section 7.4. Modification of Lease Purchase Improvements. On or after the Commencement Date the Lessee shall, at its own expense, have the right to make repairs to the Lease Purchase Improvements, and to make repairs, replacements, substitutions and modifications to all or any of the parts thereof. All such work and any part or component used or installed to make a repair or as a replacement, substitution or modification shall thereafter comprise part of the Lease Purchase Improvements and be subject to the provisions of this Lease. Such work shall not in any way damage the Lease Purchase Improvements or cause them to be used for purposes other than those authorized under the provisions of State and Federal Law or those contemplated by this Lease; and the Lease Purchase Improvements, upon completion of any such work shall be of value which is not less than the value of the Lease Purchase Improvements immediately prior to the commencement of such work. Any property for which a replacement or substitution is made pursuant to this Section may be disposed of by the Lessee in such manner and on such terms as are determined by the Lessee. The Lessee will not permit any mechanic's or other lien to be established or recorded against the Lease Purchase Improvements for labor or materials furnished in connection with any repair, replacement, substitution or modification made by the Lessee pursuant to this Section; provided, that, if any such lien is established and the Lessee shall first notify the Lessor of the Lessee's intention to do so, the Lessee may in good faith contest any lien filed or established against the Lease Purchase Improvements, and in such event may permit the liens so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. The Lessor will cooperate fully with the Lessee in any such contest, upon the request and at the expense of the Lessee. 22 Execution Version ARTICLE VIII PROJECT WARRANTIES Section 8.1. Construction and Maintenance. This is a net lease, and from the Commencement Date until the Termination Date, the Lessor shall not be required to make any expenditures whatsoever in connection with this Lease or the Lease Purchase Improvements or to make any repairs, replacements or to maintain the Lease Purchase Improvements, except as provided in Section 6.6 hereof The Lessee agrees that during the Lease Term it will keep the Development Property, including all appurtenances thereto, in good repair and good operating condition at its own cost and upon the expiration or termination of the Lease Term under Sections 4.2(b) it will surrender the Leased Property to the Lessor in as good condition as prevailed at the time it was put in full possession thereof, loss by fire or other casualty covered by insurance, ordinary wear and tear, obsolescence and acts of God excepted. ARTICLE IX ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 9.1. Assignment by the Lessor. (a) Except with respect to an assignment to Capital One Public Funding, LLC, as described herein, the Lease Purchase Improvements, this Lease, and the right to receive the Lease Payments payable by Lessee hereunder shall not be sold nor assigned by the Lessor without the express written consent of the Lessee (which consent will not be unreasonably withheld), and certification by Lessor that state and federal laws, including but not limited to federal securities laws have been complied with. The Lessee hereby acknowledges that upon the Commencement Date, title to the Lease Purchase Improvements, assembled in form as the Parking Ramp Condominium Unit, and this Lease, will be assigned to Capital One Public Funding, LLC under such terms as are acceptable to the Lessor and Capital one Public Funding, LLC, and any rental payments due by Lessee hereunder shall thereafter be made to Capital One Public Funding, LLC or its trustee. All such transfer and assignment will be undertaken by the Lessor at its own expense, or under such terms as shall be agreed upon by Lessor and Capital One Public Funding, LLC. Assignment is defined for this Article IX to include, but not be limited to, third party financing arrangements or any other oral or written agreement or understanding with third parties not signatory to this Lease, which do or may convey or transfer any interest in the Lease Purchase Improvements, or the benefits or the burdens of this Lease or the right to receive Lease Payments payable under this Lease. 23 Execution Version (b) Notice of such a proposed assignment other than to Capital One Public Funding, LLC shall be served by certified mail to the Lessee and must disclose all terms and conditions, as well as a copy of any proposed assignment. Lessor shall provide Lessee with all information necessary to comply with Section 9.2 below and with Section 149 of the Internal Revenue Code of 1986 (the "Code") and regulations promulgated thereunder. For purposes of Section 149 of the Code this Lease shall originally be registered in the name of the Lessor. Section 9.2. Registration of Lease; Appointment of Registrar; Transfer: Ownership and Delivery. (a) Registration. In the event of written approval under Section 9. 1, the ownership of this Lease and the right to receive Lease Payments payable by the Lessee thereunder may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Lease, and in no other way. The City Clerk of Lessee is hereby appointed as Registrar under the terms of this Lease. Registrar shall maintain the books of the Lessee (the "Registrar Books") for the registration of ownership of the Lease for the payment of Principal of and Interest on the Lease as provided in this Lease. (b) Transfer. The ownership of the Lease and the right to receive Lease Payments payable by the Lessee hereunder may be transferred only upon the Registration Books kept for the registration and transfer of the Lease and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of the Lease (other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer, there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Any costs or expenses, including counsel fees, of the Registrar incurred in connection with an exchange or transfer of the Lease shall be paid by the holder of the Lease requesting such transfers as a condition precedent to the exercise of the privilege of making such exchange or transfer. (c) Registration of Transferred Lease. In all cases of the transfer of the Lease, the Registrar shall register, at the earliest practicable time, on the Registration Books, the Lessor, in accordance with the provisions of this Lease. (d) Ownership. As to the Lease and the right to receive Lease Payments payable thereunder, the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of Lease Payments under the Lease shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be 24 Execution Version valid and effectual to satisfy and discharge the liability upon the Lease, to the extent of the sum or sums so paid. Section 9.3. Assignment and Subleasing by the Lessee. Neither this Lease nor the Lessee's interest in the Lease Purchase Improvements may be assigned or subleased by the Lessee except that the Lessee may provide permits for parking in the Parking Ramp Condominium Unit or otherwise enter into agreements to provide parking to third parties without the written consent of the Lessor. No such assignment or sublease shall relieve the Lessee from its obligation to make the Lease Payments hereunder. Section 9.4. Restriction on Mortgage or Sale of Project by the Lessor. Except as otherwise provided in Section 9.1 hereof, the Lessor will not sell, assign, encumber, mortgage, transfer or convey its interest in the Lease Purchase Improvements or any portion thereof during the Term of this Lease, without the written consent of the Lessee. ARTICLE X PREPAYMENT; DISCHARGE Section 10.1. Optional Prepayment. On or after the date of the fifth (5th) principal payment as set forth in Exhibit B hereto or in Exhibit B to the applicable Lease Amendment the Lessee may prepay the remaining principal payments on any Lease Payment Date in the manner provided in Section 10.3 hereof. Section 10.2. Prepayment Upon Damage. Destruction or Condemnation. The Lessee shall have the option to prepay all of the After Payment Termination Value with respect to the Project as set forth in Exhibit B hereto on any Lease Payment Date, if the Lease Purchase Improvements are destroyed or damaged, or taken under the exercise of eminent domain, in whole, from the Net Proceeds of insurance or condemnation awards or any other available funds as provided in Section 6.4, such prepayment to be made in multiples of $5,000. The right to prepay under this Section 10.2 shall be exercisable in the manner provided in Section 10.3 hereof. Section 10.3. Exercise of Option. The Lessee shall give notice to the Lessor of its intention to exercise its option under Sections 10.1 or 10.2 not less than thirty (30) days prior to the Lease Payment Date on which the option is to be exercised and shall pay to the Lessor, on the date of exercise an amount equal to its option to prepay in whole the After Payment Termination Value, the sum of (i) all Lease Payments and any other amounts then due or past due, and (ii) the applicable After Payment Termination Value as set forth in Exhibit B hereto. Section 10.4. Release of the Lessor's Interest. At such time as the Lessee has paid all of the After Payment Termination Value as specified in Exhibit B, or upon exercise of prepayment under this Article X, the Lessor shall convey the Lease Purchase Improvements, assembled in 25 Execution Version form as the Parking Ramp Condominium Unit, by warranty deed to Lessee in accordance with section 4.3 hereof. ARTICLE XI RESERVED ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following shall be 'Events of Default under this Lease and the term 'Events of Default" shall mean, whenever it is used in this Lease, any one or more of the following events: (i) Failure by the Lessee to pay any Lease Payment or other payment required to be paid under this Lease at the time specified herein. (ii) Failure by either party to observe and perform any material covenant, condition or agreement on its part to be observed or performed under this Lease for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the party in default, unless the non -defaulting party shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the non -defaulting party will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the party in default within the applicable period and is being diligently pursued until the default is corrected. (iii) The vacation or abandonment by the Lessee of the Improvements for a period of 90 days, "Vacation or abandonment" does not include a closure for repair or maintenance. The provisions of this Section 12.1 and of Section 12.2 are subject to the following limitation: if by reason of an Unavoidable Delay a party is unable in whole or in part to carry out its obligations under this Lease with respect to the Lease Purchase Improvements, other than its obligation to pay Lease Payments with respect thereto, which shall be paid when due notwithstanding the provisions of this paragraph, the party shall not be deemed in default during the continuance of such inability. The Party otherwise in Default agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations under this Lease; provided that the settlement of strikes, lockouts and other labor disturbances shall be entirely within the discretion of the Party otherwise in Default, and the Party otherwise in Default shall not be required to make settlement of strikes, lockouts and other labor 26 Execution Version disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Party otherwise in Default, unfavorable to the Party otherwise in Default. Section 12.2. Remedies on Default. Whenever any Event of Default referred to in Section 12.1 hereof shall have happened and be continuing with respect to the Lease Purchase Improvements, the party not in default shall have the right, at its option and without any further demand or notice, to: (a) If before the Commencement Date, the Party not in default may suspend its performance under this Lease until it receives assurances from the Party in default, that it will cure its default and continue its performance under this Agreement; (b) If before or after the Commencement Date, upon a Lessor default, the Lessee may terminate this Lease; (c) If after the Commencement Date, upon a Lessee default, the Lessor may terminate this Lease. In such event, the Lessor shall sell or lease the Lease Purchase Improvements in a commercially reasonable manner, and shall apply all sums received through such lease or sale to the Lease Payments owed by the Lessee. In the event of a sale, proceeds received in excess of the After Payment Termination Value, less the reasonable costs of such sale, shall be paid to the Lessee; (d) The Party not in default 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 Party in default, as the case may be, under this Lease; (e) The Party in default may draw upon any bond, guarantee or security provided to the other pursuant to any of the terms of this Lease according to its terms. Section 12.3. Return of Lease Purchase Improvements. Upon the termination of this Lease prior to the payment of all Lease Payments in accordance with Exhibit B hereto, or prior to the exercise of the Lessee's right of option prepayment under Article X hereof, the Lessee shall surrender possession of the Lease Purchase Improvements in the condition, repair, appearance and working order required in Section 6.2, in the following manner as may be specified by the Lessor: (i) by executing such documents as the Lessor reasonably deems necessary to transfer all of the Lessee's right, title and interest in and to the Lease Purchase Improvements for any remaining term of this Lease, and (ii) by paying all reasonable costs and expenses whether incurred by the Lessee or the Lessor (including attorneys' fees) with respect to such transfer of the property. If the Lessee refuses to return the Project in the manner designated, the Lessor may repossess the Lease Purchase Improvements and charge to the Lessee the costs of such repossession. Upon payment in full of all Lease Payments, and any other amounts due and payable hereunder, the Lessor shall transfer all of the Lessor's right, title and interest in and to the Lease Purchase Improvements to the Lessee as provided in Section 4.3 of this Lease. 27 Execution Version Section 12.4. No Remedy Exclusive. No remedy conferred upon or reserved to the Lessor or Lessee by this Article is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease. 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 by the party not in default or its assignee. Section 12.5. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease should default under any of the provisions hereof and the non- defaulting party should employ attorneys and/or incur other expenses for the collection of moneys or for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non - defaulting party the reasonable fees of such attorneys and/or such other reasonable expenses so incurred by the non -defaulting party; provided that such amount shall not exceed the Principal amount of this Lease. ARTICLE XIII ADMINISTRATIVE PROVISIONS Section 13.1. Notices. All notices, certificates, legal opinions or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in registered or certified form with postage fully prepaid addressed as follows: if to Lessee, City of Iowa City, Iowa, 410 E. Washington Street, 52240 Attention: City Manager; if to Lessor, A&M DEVELOPMENT II, LLC, Attention: Mike Hahn, 1310 Highland Court, Iowa City, IA 52240. The Lessor and the Lessee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates, legal opinions or other communications will be sent. Section 13.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Lessee and the Lessor and their respective successors and assigns. Section 13.3. Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.4. Amendments. Changes and Modifications. This Lease may be amended or any of its terms modified only by written document duly authorized, executed and delivered by the Lessor and the Lessee. 28 Execution Version Section 13.5. Captions. The captions or headings in the Lease are for convenience only and in no way define, limit or describe the scope or intent of any provision, Article, Section or Clause of this Lease. Section 13.6. Further Assurances and Corrective Instruments. The Lessor and the Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Improvements hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Lease. Section 13.7. Execution In Counterparts. This Lease may be simultaneously executed in several parts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13.8. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State. Venue shall be in the Johnson County District Court, Iowa City, Iowa. IN WITNESS WHEREOF, the Lessor has caused this Lease to be executed in its name by its duly authorized officer, as of the date first above written. A & M DEVE OJ ENT II, L.L.C. By: / A � n IN WITNESS WHEREOF, the Lessee has caused this Lease to be executed in its name by its duly authorized officer, as of the date first above written. CITY OF IOWA CITY, IOWA Matthew J. Hayek, Mayor ATTEST: By:h � k.:�� Marian K. Karr, City Clerk 29 Execution Version EXHIBIT A DESCRIPTION OF PROJECT This project involves the design and construction of a City Parking Facility commonly referred to as the Harrison Street Parking Facility by Lessor and the lease and acquisition of that parking facility by the City upon completion of construction in accordance with the final plans, specifications and cost estimates approved by the City. A general description of the Harrison Street Parking Facility or "lease purchase improvements" is as follows: The Harrison Street Parking Facility will be constructed as part of a larger project consisting of townhomes that will wrap the East and North sides of the parking facility on the following -described real estate: Lots 1-4 in Block 8, County Seat Addition to Iowa City, Johnson County, Iowa A horizontal property regime (condominium) will be created pursuant to Chapter 499B of the Iowa Code such that the parking facility will be one condominium unit. 30 Execution Version EXHIBIT B SCHEDULE OF LEASE PAYMENTS AND BALANCE OF PRINCIPAL OUTSTANDING Scheduled to be completed at time of closing based on formula below. Preliminary schedule attached based on rates and principal amount know at lease execution. The parties hereby agree to execute a joint memorandum in writing setting out a revised Exhibit B evidencing same. 1..1.7015 3aD Pnhq=+byPMRC rM1WWY 2gWWKb . Or-7111h-C2fl,YAM376'715) N'1 >✓d !fir plo fta�..1�3rw..14.�d 1.14:70.1 Ofrtj Glut O� 7an1 CNV- br ftksf Dftlwm 3=6 Lhe 1W d DrYi BN1417 IOJ94X190 Woks" 2611412 66,79410 3!(091 W" 111464448 111404!0 14X17877 14m377 1ad8412 "Mm H181i6 14!83812 14X163.17 O64V719 332,l1.7d 3 -IM 640816 KR- 11140410 6137342/6 IkW.2" 1211719 7831141 70431140 14137.2" 1411731.36 96101719 844810 3lo% 7043114 04XLM 1114X42D 1368,17494 13X.174M DIV= 7934213 MOM= I3J8.1" 13421.17492 9011412 1119812 10M 7031= 041.372.48 1114X.00 13,01710..4 X,12'1.117.10 121411 ="I? 757.11711 IiJQ71" 1W.W.W 001412 58119.14 33M 2".W.W MWA 1114012 17.4H,36A 17.643{2!0 DIV= 714011.71 741911.73 17.61343.96 1%4W"91 4943783 9M.3.X 3.99911. 3WAUM WALIM U14AKU 11,00W31 IlUSLM.20 /5011/21 =7811 733.7811 11,10411351 LI.OSJI3.21 060/4014 647.IMM 3-9m 731.7811 NUM.77 IJH Mf0 UJJBAZM UNAM 1211714 770!4113 724!(015 HAM., 11.23RM130 961013 97211317 3!001' 271!1123 08.7711 1114X31 114uj1373 11.0115.73 1211415 707:1613 217AM 3 1149311173 11423115.73 O6d1V716 89.66.X 3im 7W,61913 9WJ0.73 111404.8 1783617 17/4371.17 121410 I09.78"1 63.7011 178.350.17 1710319.17 06wa 7 M."Sm 3JM 11MM91 90484!! 1114X'110 14!39411 1413".11 1291117 119.r 4 17137794 1X93"11 9063".2! 9641411 78,040 Ltm 17937794 99=M UKAKW 1383317/ 0.11313.71 12svin 160K6 194404.6 13831331 9,31,233.91 961419 727.28.1 3-9M 191;,4X.6 93 JK43 1114!94!1 7.3173WJB 7.11730740 12114tH 140,49:11 14KMM 7.U7"A 7.317X77 46d11JaB1 174W.12 3-9M 142."3!4 WJMAt u10" 178AW56 f.M.3099 1241411 li;1@14 132.0714 17643/76 4741199.36 OIMI Mei" is" LUAW.H SEM -74 1.324X14 314X474 31199916 1211712 113,11!0 113149// 3,11!!9!6 3.811109!6 96611482 21!9330 33M 115,1'., MMA 1114X11 AX Mos 4!60X441 111482 94341! 94X640 4MRM4s AAM M A 0641383 917.9110 3-9M 013449 IXKMM 1114X,8 400/9079 4ARM71 1211481 9119613 8.19/17 46�79 {,0!4"2.79 96"084 934353.19 31M 83!113 1X45"14 1114X.8 3AM729A 3,MM779.X 124V 84 61.63.6 1x8.6 311.779" 3X3.71919 961485 !"two 31M 613916 148,1.9.44 1114X11 71BJ121A ?.18113A 121483 4115179 41,61.79 2J13J47311 210AMA 9i14OX IA11.M31 3764% 41ASL79 1,9409.14 111404/9 10123340 1p5AD41/ 121!786 21.3X-74 713X14 10W34]1 1.0/231430 1919Va87 117133430 31998 7L3X94 1.19.4"34 1114X.72 13,3941911 6l -91 7239819730 7238117.11 31 Execution Version EXHIBIT C 1 I w: i.+i 4S CITY OF IOWA CITY UNESCO CITY OF LITERATURE City Attorney's Office 410 East Washington Street Iowa City, Iowa 52240-1826 (319) 356-5030 (319) 356-5008 FAX www.icgov.org June 18, 2015 A & M Development Il, L.L.C. 1310 Highland Court Iowa City, Iowa 52240 Ladies and Gentlemen: In my capacity as counsel to the City, I have examined the Agreement and copies of the resolutions passed on January 20, 2015 and June 16, 2015 of the City Council of the City approving and authorizing execution of the Agreement and was present at the meetings of the Council at which said resolutions were passed. All capitalized terms not defined herein shall have the meaning given to such terms in the Agreement. In connection with my examination of such documents, I have assumed the genuineness of the signatures on the Agreement (other than signatures of representatives of the City), the authenticity of documents submitted as originals, the conformity to originals of documents submitted as copies, the legal capacity of each natural person executing the documents and instruments, the requisite power and authority of the respective parties thereto (other than the City), and the due authorization, execution and delivery of the Agreement by the respective parties thereto (other than the City). I also have assumed, in this regard, the enforceability against each party (other than the City) of the Agreement to which it is a party. I have made no independent investigation as to accuracy or completeness of any certificates, representations or other information, written or oral, made or furnished to me (other than by the City). Based on the foregoing and subject to the qualifications set forth herein, I am of the opinion that: (1) The City has the power to execute and deliver the Agreement. The execution, delivery and performance of the Agreement for and in the name of the City has been duly authorized by all necessary action on the part of the City. (2) The Agreement has been duly executed and delivered by the City. (3) Assuming power, authorization, execution and delivery by the other parties thereto, the Agreement is a valid and binding obligation of the City enforceable against the City in accordance with its respective terms. June 18, 2015 Page 2 (4) To the best of my knowledge, no approval, authorization, consent or other order of any public board or body not already obtained (other than compliance with any applicable federal or state tax or securities laws or regulations, to which no opinion is expressed) is required on the part of the City for the valid and lawful authorization, execution and delivery by the City of the Agreement and the assumption by the City of the obligations represented thereby. (5) To the best of my knowledge, there is no action, suit, proceeding or investigation of law or in equity before or by any court, public board or body, pending or threatened against or affecting the City, which, if determined adversely to the City would individually or in the aggregate have a material adverse effect on the transactions contemplated by the Agreement. My opinions set forth above are subject to the following qualifications: (a) My opinions expressed above are limited to the law of the State of Iowa and the federal laws of the United States of America. (b) My opinion in paragraph 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general application affecting creditors' or secured creditors' rights. (c) My opinion in paragraph 3 above is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, unconscionability and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). (d) My opinion in paragraph 3 above, insofar as it relates to indemnification provisions, is subject to the effect of federal and state laws and public policy relating thereto. (e) The enforceability of provisions in the Agreement to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. (f) The availability of specific enforcement, appointment of receivers and other equitable remedies is subject to the discretion of the tribunal before which any proceeding therefor may be brought. (g) I express no opinion concerning the City's rights in or title to, or the priority of any lien or security interest on, any real or personal property. (h) I express no opinion as to the enforceability of provisions of the Agreement to the extent they contain: (i) waivers by the City of any constitutional rights or remedies, (ii) choice of law or forum selection provisions, or (iii) grants to others of powers of attorney. (i) I express no opinion as to (i) the enforceability of provisions of the Agreement to the extent they contain cumulative remedies to the extent such cumulative remedies purport to compensate, or would have the effect of compensating, the party entitled to the benefits thereof in an amount in excess of the actual loss suffered by such party, or (ii) the enforceability of the City's obligation to pay June 18, 2015 Page 3 any default interest rate, minimum interest payment, early termination fee or similar amount if the payment of such interest rate, minimum interest payment, fee or amount may be construed as unreasonable in relation to actual damages or grossly disproportionate to actual damages suffered by such party. 0) I express no opinion with respect to the enforceability of any provision of the Agreement which purport to excuse any other person from liability for, or require the City to indemnify any such person against, such person's gross negligence or willful misconduct. (k) The enforceability of the remedies, covenants or other provisions of the Agreement and the availability of equitable remedies may be limited where (i) a court having competent personal and subject matter jurisdiction finds that such remedies, covenants or provisions were at the time made, or are in application, unconscionable as a matter of law or public policy, or (ii) the enforcement of specific rights under the Agreement may require a judgment or decree of a court of competent jurisdiction after prior notice to the City and an opportunity for the City to be heard by an appropriate tribunal. My opinions are limited to the specific issues addressed and are limited in all respect to laws and facts existing on the date of this letter. I do not undertake to advise you of matters which may come to my attention subsequent to the date hereof which may affect my legal opinions expressed herein. When an opinion set forth herein is given to my knowledge, that knowledge is limited to the actual knowledge of the individual lawyers who have participated directly in matters referred to us by the City or its officers, without any special or additional investigation undertaken for the purpose of this opinion except to obtain certificates as to factual matters from officers of the City. This letter is issued to and for the sole benefit of the above addressees and is issued for the sole purpose of the transaction specifically referred to herein. No person other than the above addressees may rely upon this letter without my express prior written consent. This letter may not be utilized by the addressees for any other purpose whatsoever and may not be quoted without my express prior written consent. I assume no obligation to review or supplement this letter subsequent to its date, whether by reason of a change in the current laws, by legislative or regulatory action, by judicial decision or for any other reason. Ve ruly yours, Eleanor M. Dilkes City Attorney EXHIBIT p MEARDON, SUEPPEL & DOWNER P. L.C. LAWYERS ROBERT N. DOWNER JAMES D. McCARRAGHER DOUGLAS D. RUPPERT TIMOTHY J. KRUMM WILLIAM J. SUEPPEL CHARLES A. MEARDON PETER J. GARDNER CATHERINE S. GERLACH SEAN W. WANDRO City of Iowa City, Iowa City Hall 410 East Washington Street Iowa City, IA 52240 HAND DELIVERY Ladies and Gentlemen: 1 22 SOUTH LINN STREET IOWA CITY. IOWA 52240 -1802 TELEPHONE: (3 1 9) 338-9222 FAx: (3 1 9) 338-7250 WWW.MEARDONLAW.COM June 16, 2015 WILLIAM L. MEARDON (1 9 1 9-1997) OF COUNSEL: THOMAS D. HOBART RETIRED: WILLIAM F. SUEPPEL MARGARETT. LAINSON In our capacity as counsel to A & M Development II, L.L.C. ("A & M II"), we have examined the Master Lease Purchase Agreement (the "Agreement") between A & M II and the City of Iowa City (the "City") and the Certificate of Organization and Operating Agreement of A & M II and a Statement of Authority filed by A & M II with the Iowa Secretary of State on June 4, 2015. All capitalized terms not defined herein shall have the meaning given to such terms in the Agreement. In connection with our examination of such documents, we have assumed the genuineness of the signatures on the Agreement (other than signatures of representatives of A & M II), the authenticity of documents submitted as originals, the conformity to originals of documents submitted as copies, the legal capacity of each natural person executing the documents and instruments, the requisite power and authority of the respective parties thereto (other than A & M II), and the due authorization, execution and delivery of the Agreement by the respective parties thereto (other than A & M II). We also have assumed, in this regard, the enforceability against each party (other than A & M II) of the Agreement to which it is a party. We have made no independent investigation as to accuracy or completeness of any certificates, representations or other information, written or oral, made or furnished to us (other than by A & M II). Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion that: City of Iowa City, Iowa June 16, 2015 Page 2 1. A & M II has the power to execute and deliver the Agreement. The execution, delivery and performance of the Agreement for and in the name of A & M II has been duly authorized by all necessary action on the part of A & M II. 2. The Agreement has been duly executed and delivered by A & M II. 3. Assuming power, authorization, execution and delivery by the other parties thereto, the Agreement is a valid and binding obligation of A & M II enforceable against A & M II in accordance with its respective terms. 4. To the best of our knowledge, no approval, authorization, consent or other order of any board or body not already obtained is required on the part of A & M II for the valid and lawful authorization, execution and delivery by A & M II of the Agreement and the assumption by A & M II of the obligations represented thereby. 5. To the best of our knowledge, there is no action, suit, proceeding or investigation of law or in equity before or by any court, public board or body, pending or threatened against or affecting A & M II, which, if determined adversely to A & M II would individually or in the aggregate have a material adverse effect on the transactions contemplated by the Agreement. Our opinions set forth above are subject to the following qualifications: (a) Our opinions expressed above are limited to the law of the State of Iowa and the federal laws of the United States of America. (b) Our opinion in paragraph 3 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of general application affecting creditors' or secured creditors' rights. (c) Our opinion in paragraph 3 above is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, unconscionability and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). (d) Our opinion in paragraph 3 above, insofar as it relates to indemnification provisions, is subject to the effect of federal and state laws and public policy relating thereto. City of Iowa City, Iowa June 16, 2015 Page 3 (e) The enforceability of provisions in the Agreement to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances. (f) The availability of specific enforcement, appointment of receivers and other equitable remedies is subject to the discretion of the tribunal before which any proceeding therefor may be brought. (g) We express no opinion concerning A & M II's rights in or title to, or the priority of any lien or security interest on, any real or personal property. (h) We express no opinion as to the enforceability of provisions of the Agreement to the extent they contain choice of law or forum selection provisions. (i) We express no opinion as to the enforceability of provisions of the Agreement to the extent they contain cumulative remedies to the extent such cumulative remedies purport to compensate, or would have the effect of compensating, the party entitled to the benefits thereof in an amount in excess of the actual loss suffered by such party. 0) We express no opinion with respect to the enforceability of any provision of the Agreement which purports to excuse any other person from liability for, or require A & M II to indemnify any such person against, such person's gross negligence or willful misconduct. (k) The enforceability of the remedies, covenants or other provisions of the Agreement and the availability of equitable remedies may be limited where (i) a court having competent personal and subject matter jurisdiction finds that such remedies, covenants or provisions were at the time made, or are in application, unconscionable as a matter of law or public policy, or (ii) the enforcement of specific rights under the Agreement may require a judgment or decree of a court of competent jurisdiction after prior notice to A & M II and an opportunity for A & M II to be heard by an appropriate tribunal. Our opinions are limited to the specific issues addressed and are limited in all respect to laws and facts existing on the date of this letter. We do not undertake to advise you of matters which may come to our attention subsequent to the date hereof which may affect our legal opinions expressed herein. City of Iowa City, Iowa June 16, 2015 Page 4 When an opinion set forth herein is given to our knowledge, that knowledge is limited to the actual knowledge of the individual lawyers who have participated directly in matters referred to us by A & M II or its managers or members, without any special or additional investigation undertaken for the purpose of this opinion except to obtain certificates as to factual matters from such managers or members. This letter is issued to and for the sole benefit of the above addressees and is issued for the sole purpose of the transaction specifically referred to herein. No person other than the above addressees may rely upon this letter without our express prior written consent. This letter may not be utilized by the addressees for any other purpose whatsoever and may not be quoted without our express prior written consent. We assume no obligation to review or supplement this letter subsequent to its date, whether by reason of a change in the current laws, by legislative or regulatory action, by judicial decision or for any other reason. Very truly yours, MEARDON, SUEPPE & DOWNER P.L.C. EXHIBIT E DESCRIPTION OF DEVELOPMENT PROPERTY Lots 1-4 in Block 8, County Seat Addition to Iowa City, Johnson County, Iowa 36 Execution Version EXHIBIT F PRELIMINARY PLANS 01118569-1\10714-118 37 Execution Version L 3111JIL. I H" 3 Ull' V N 0 S N 0 W N N v w n 3 N LLJ III U) Z LL II 00 U) z E S.- ......... ... . ..... a 21 00 0 z z z Z O x 2 16 . . . z C, 0 z ml zo 4z 0 19 M r J Z' w 0 < - 1- '.888 z- R, -Z Z9 gp..8� ` g.gz ❑ZE. z RRPQ? 88.0p U.-PNI, 0 p on 2 > z z a 'dwr Mnaaa im �L- z ' ' z Z. z,*. MO 0� 0. OW 'aecooa 9 Ex ��i , 0 0 iz 0ow 0 w z w nz z Z~' 8w ax 3wx ww x ow W p an W. c zzzss.'mwM3 HE m 0 Z� ow 0 wp E. 1 0 w z z 0. 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W2 w < 0 0 ZA � InMHOSIIS CL wmHOSAAS OL 0 E 21 ❑ ❑ 0 0 W2 w < 0 0 0 21 z Ol PROJECT WARRANTIES AGREEMENT AMONG CITY OF IOWA CITY, IOWA and A & M DEVELOPMENT II, L.L.C. and McCOMAS-LAC NA CONSTRUCTION, L.C. DATED: July 2 2015 Execution Version PROJECT WARRANTIES AGREEMENT THIS PROJECT WARRANTIES AGEEMENT dated as ofJud_, 2015 (the "Warranties Agreement"), by and between the City of Iowa City, Iowa, a duly organized political subdivision of the State of Iowa (hereafter "City" or "Lessee"), A & M Development II, L.L.C., an Iowa limited liability company (hereafter "A & M" or "Lessor"), and McComas- Lacina Construction, L.C. (hereafter "McComas-Lacina" ). WHEREAS, the City and A & M have entered into that certain Master Lease Purchase Agreement dated of even date herewith in which City has determined that it is necessary and desirable to provide for the design, construction and acquisition by lease purchase of a parking ramp condominium unit commonly known as the Harrison Street Parking Facility (the "Lease Purchase Improvements'); and WHEREAS, the City, A & M, Capital One Public Funding, LLC and Bankers Trust Company, Inc. have entered into that certain Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated of even date herewith in which, among other things, A & M agrees to assign all of its right, title and interest in the Lease Purchase Improvements, the Master Lease Purchase Agreement, and the right to receive the Lease Payments to Capital One Public Funding, LLC; and WHEREAS, A & M is willing to finance the design, acquisition and construction of the Lease Purchase Improvements, to lease the Lease Purchase Improvements to City pursuant to the Master Lease Purchase Agreement and the Assignment and Assumption Agreement, and City is willing to lease the Lease Purchase Improvements from A & M or its permitted assignee, pursuant to the Master Lease Purchase Agreement and the Assignment and Assumption Agreement; and WHEREAS, separate and apart from the mutual rights and obligations of the parties under the Master Lease Purchase Agreement, A & M and McComas-Lacina are willing to make certain Project Warranties as described herein which shall not be assigned to nor assumed by Capital One Public Funding, LLC; NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings given such terns in the Master Lease Purchase Agreement. 2. Indemnification. For a period of one (1) year following the Commencement Date, and to the fullest extent permitted by law, Lessor and McComas-Lacina shall defend, indemnify and hold harmless Lessee, its agents, representatives and employees ("Indemnitees") from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from or in connection with the design or construction of the Lease Execution Version Purchase Improvements, provided that any such claim, damage, loss or expense is caused in whole or in part by an act or omission of Lessor or McComas-Lacina, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity or contribution which would otherwise exist as to any party or person involved in the design or execution of the Lease Purchase Improvements. 3. Desien of the Project The Lease Purchase Improvements have been or will be designed by or on behalf of the Lessor and the Contractors have been or will be selected by the Lessor. The Lessor shall develop final plans and specifications such that the Lease Purchase Improvements are suitable for the use intended for the improvements as a parking facility by the Lessee, and shall be responsible for the selection or acceptability of the Contractors, and any delay or failure other than Unavoidable Delays by the Contractors to construct the Lease Purchase Improvements for use by the Lessee. 4. Architects and Contractors' Warranties. The Lessor hereby assigns to the Lessee for and during the Term of the Lease, all of its interest in all Architects and contractors' warranties and guarantees, express or implied, issued on or applicable to the Lease Purchase Improvements,, and the Lessor hereby authorizes the Lessee to obtain the customary services furnished in connection with such warranties and guarantees at the Lessee's expense. Said assignment shall not relieve the Lessor of any obligation to Lessee under the Lease Purchase Agreement and notwithstanding said assignment Lessor shall have the right to enforce any express or implied warranty by Architect. The Lessee shall be named as a third party beneficiary in all contracts for architectural or construction services rendered in connection with the Lease Purchase Improvements. 5. Warranties, The Lessor expressly warrants to the Lessee that the design, materials and equipment furnished hereunder as a part of the Lease Purchase hnprovements will conform to the requirements hereof and to all other documents approved by the Lessee and related to the design or construction of the Lease Purchase Improvements, Such Lease Purchase Improvements will be free from defects not inherent in the quality required or permitted hereunder. Work, materials, or equipment not conforming to these requirements may be considered defective. The Lessor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Lease Purchase Improvements not executed by the Lessor or any person directly authorized by the Lessor or acting on its behalf, improper or insufficient maintenance, improper operation, or normal wear and tear and nomral usage. If required by the Lessee, the Lessor shall famish reasonably satisfactory evidence as to the kind and quality of materials and equipment furnished. 6. Call Backs. If, within one (1) year after the Commencement Date any of the Lease Purchase Improvements is found to not be in accordance with the requirements of the documents applicable to the design or construction thereof, the Lessor or McComas-Lacina shall correct it promptly after receipt of written notice from the Lessee to do so unless the Lessee has previously given to the Lessor or McComas-Lacina a written acceptance of such condition. The Lessee shall give such notice promptly after discovery of the condition. During the one-year period for correction of the Lease Purchase Improvements, if the Lessee fails to notify the Lessor or Execution Version McComas-Lacina and give the Lessor or McComas-Lacina an opportunity to make the correction, the Lessee waives the rights to require correction by the Lessor or McComas-Lacina and to make a claim for breach of warranty. If the Lessor or McComas-Lacina fails to correct nonconforming work within a reasonable time during that period after receipt of notice from the Lessee, the Lessee may correct it and shall forthwith notify the Lessor and McComas-Lacina of the amount expended by the Lessee for such correction, which amount may include, but not be limited to, all fees and charges of engineers, architects, attorneys and other professionals arising out of or related to such correction. The one-year period for the correction of Lease Purchase Improvements shall not be extended by corrective work performed by the contractor pursuant to this Section 3 except with respect to the corrective work performed for which the correction period will be extended for an additional one year after the correction is satisfactorily completed. 7. Limitations. Nothing contained in Section 6 shall be construed to establish a period of limitation with respect to other obligations the Lessor has under this Master Lease Purchase Agreement. Establislunent of the one-year period for correction of work as defined in Section 6 relates only to the specific obligation of the Lessor and McComas-Lacina to correct any defects or nonconformity of certain Lease Purchase Improvements with applicable requirements, and has no relationship to the time within which the Lessor's obligations to comply herewith or with any documents prepared pursuant to the requirements hereof may be sought to be enforced, nor to time within which proceedings may be commenced to establish the Lessor's liability with respect to the Lessor's obligations other than to specifically correct the work. Notwithstanding the foregoing, Lessor shall not under this Agreement be considered "an owner. occupant or operator of an improvement to real property" as those terms are used in the last sentence of Iowa Code Section 614.1(11). 8. Notices. All notices and other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in registered or certified form with postage fully prepaid addressed as follows: if to City, City of Iowa City, Iowa, 410 E. Washington Street, 52240 Attention: City Manager; if to A & M, A & M Development 1I, L.L.C., 1310 Highland Court, Iowa City, Iowa 52240 Attention: Mike Hahn; if to McComas-Lacina Construction, L.C., 1310 Highland Court, Iowa City, Iowa 52240 Attention: Mike Hahn. The parties, by notice given hereunder, may designate different addresses to which subsequent notices and other conmmunications will be sent. 9. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their permitted successors and assigns. 10. Severability. IN the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 11. Amendments, Changes and Modifications. This Agreement may be amended or any of its temts modified only by written document duly authorized, executed and delivered by the parties hereto. Execution Version 12. Captions. The captions or headings in the Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision, section or clause of this Agreement. 13, Further Assurances and Corrective Instruments. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required or for otherwise carrying out the expressed intention of this Agreement. 14. Execution in Counterparts. This Agreement may be simultaneously executed in one or more parts, each of which shall be an original and all of which shall constitute but one and the same instrument. 15. Apulicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. Venue shall be in the Johnson County District Court, Iowa City, Iowa. (Remainder of page intentionally left blank, signature pages to follow.] F.Yeeution Version CITY: City of Iowa City, Iowa, a duly organized political subdivision of the State of Iowa By: Name:, - 7 Title: > [Signature page to Project Marranties Agreement - City ofkwa Ciiy, Iowa] Exec¢tion Version McComas-Lacina: McCOMAS-LACINA CONSTRUCTION, L.C., an Iowa limited liability company By: i /'jL I /VL Name: ,41 K. Title: �r�s,c(rti [Signature page to Project Warranties Agreement — McComas-Lacina Construction, L.C.J "III 8659 -]'10714 -IIS Execution Version A&M: A & M Development II, L.L.C. an Iowa limited liability company By: D� Name: //tt Title: r -'s i d,) -I [Signature page to Project YVarranties Ags-eernent-A & MDeve(opineW IT, L.L.CJ Execution Version AGRE.EIIIENT REGARDING ASSIGNMENT AND ASSUMPTION OF LEASE PURCIIASE AGREEMENT This Agreement Regarding Assignment and Assumption of Lease Purchase Agreement (the `Agreement`) is made and entered into effective as ofthe 6th day ofJuly, 2015 (the "Effective Date'), by and among Capital One Public Funding, LLC, a New York limited liability company ("Assignee"), A 6 M Devclopment 11, L.L.C., an Iowa limited liability company ("Assignor-), City of Iowa City, Iowa, a duly orgenlized political subdivision of the State of Iowa (`'City'), and Rankers Trust Company, an Iowa corporation ("Trustee"), pursuant to and subject to the terns of that certain Master Lease Purchase Agreement dated as of the 16th day of June, 2015, by and between City and Assignor ("the "Master Lease Purchase Agreement"). as modified by the terms of this Agreement. WHEREAS, among other obligations in the Master Lease Purchase Agreement, Assignor is obligated to design and construct certain Lease Purchase Improvements prior to the Commencement Date and thereafter lease the Lease Purchase Improvements to City pursuant to the Master Lease Purchase Agreement for the Lease Term in consideration for payment by City of the Lease Pavments; and WHEREAS, for purposes of Section 9.1 of the Master Lease Purchase Agreement, Assignor desires to sell and assign to Assignee all of Assignor's right, title, and interest in and to the Assigned Property (as defined below) on the Commencement Date and to delegate its duties and obligations under the Master Lease Purchase Agreement from and after the Commencement Date as provided in this Agreement; and WHEREAS, subject to satisfaction of the terms and conditions set forth in this Agreement prior to the Stated Expiration Date, Assignee desires to accept and purchase all of Assignor's right, title, and interest in and to the Assigned Property on the Commencement Date and is willing to assume the duties and obligations of Assignor (in its capacity as original Lessor) from and after the Commencement Date as provided in this Agreement; and WHEREAS, Assignee further desires, and City agrees, that Trustee acquire legal title to the Lease Purchase lnrprovements from Assignor on the Commencement Date, hold legal title to said Lease Purchase Improvements in trust for the benefit of Assignee during the Lease Term and thereafter for the purpose of exercising remedies provided in Section 12.2(c) of the Master Lease Purchase Agreement if the Master Lease Purchase Agreement is terminated upon a City default as provided in such Section 12.2(c) and assume certain duties and obligations of Assignor from and after the Commencement Date as provided in this Agreement and the Trustee Agreement for the benefit of Assignee and City; NOW, THEREFORE, for and in consideration of the premises, the mutual covenants contained herein and in the Plaster Lease Purchase Agreement, and for other good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: E.recution Version L Capitalized Terms. Capitalized terms used, but not defined, herein (inchrdin2 in the Recitals hereto) shall have the meanings giveri such terms in the Master Lease Purchase Agreement. The following capitalized terms used herein shall have the meanings set forth below, unless the context requires otherwise: (a) �4cceptcwce Cerdificade" shall mean a certificate of acceptance, in substantially the form attached as R.xhibit A hereto, to be executed by City and delivered to Assignor, Assignee and Trustee on the Commencement Date, evidencing City's acceptance of possession of the Lease Purchase Improvements for all purposes of the Master Lease Purchase Agreement upon satisfaction of the conditions set forth in Section 33 of the Netaster Lease Purchase Agreement. (b) %4.%signcdProperdy" shall mean, as of the Commencement Date, all of Assignor's right, title and interest in, to and under (i) the Master Lease Purchase Agreement, including any and all extensions or renewals of the term thereof and all rights, powers, privileges, options and other benefits of Assignor under the Master Lease Purchase Aorcement, including (without limitation) (A) the immediate and continuing right to receive and collect Lease Payments when due, the After Payment Termination Value if and when paid by City in whole or in part upon exercise of City`s options as provided in Article X of the Master Lease Purchase Agreement and all other payments and amounts due under or .with respect to the Master lease Purchase Agreement to which Lessor is entitled, (B) the right to make all waivers and agreements and to enter into any amendments under Section 1').4 of the Master Lease Purchase Agreement, (C) the rig,lht of access to the Lease Purchase Improvements during the Lease "form pursuant to Section 3.6 of the Master Lease Purchase Agreement, (D) the right to be named as additional insured or additional loss payee under the casualty and liability insurance policies to be carried by City pursuant to Section 6.4 of the Master Lease Purchase Agreement and (E) the right to take such action and exercise such rights and remedies under the Master Lease Purchase Agreement upon the occurrence and continuance of an Event of Default under Section 12.1 of the Master Lease Purchase Agreement; (ii) legal title to the Lease Purchase Improvements as provided in Section 7.1 of the Master Tease Purchase Agreement, inchrding full and unencumbered legal title after termination of the Master Lease Purchase Agreement after an Event of Default by City during the Lease Term: (iii) all accounts, chattel paper, deposit accounts, documents, instruments, general intangibles and investment property evideneed by or arising out of or otherwise relating to the foregoing property described in clause (i), as such terms are defined in Article 9 of the Unifonn Commercial Code of the Slate of Iowa; and (iv) any proceeds of any of the foregoing. (c) ".4ssio mend hrstritment" shall mean an instrument of assignment and delegation, in substantially the form attached as Lxhibit B hereto, to be executed among Assignor, Assignee, City and Trustee on the Commencement Date, to effect the sale and assitniment of the Assigned Property and the delegation of the duties and obligations, all as provided in Section 2 hereof. (d) "Chcwr ,e in Law " shall mean the occurrence, alter the Effective Date, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, mile, guideline or directive (whether or not having the force of lassT) by any Governmental Eveculion Version Authority; provided that notwithstanding anything herein to the contrary, (A) the Dodd -Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives promulgated by the Bank for lnternatiornal Settlements, the Basel Committee on Banking Supervision ('or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel 111, shall in each case be deemed to be a "Change in Lau, ", regardless of the date enacted, adopted or issued. (e) "F,ffecth,e Date" is defined in the first paragraph of this Agreement. (f) "Fixed biterest Rate " shall mean the Fixed rate of interest for the Interest portion of Lease Payments that shall be in effect for the Lease Tenn and shall be equal to the sum of (i) the product obtained by multiplying, 0.65 tinae.v the Swap Index for the Pricing Date plus (ii) 2.45%. (g) "Got,errarrie)atai Authority" shall mean the government of the United Slates or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra -national bodies such as the European Union or the European Central Bank). (h) ".Material Adverse Change" shall mean (i) any change in City's creditworthiness that could have a material adverse effect on (A) the financial condition or operations of City or (B) City's ability to perforin its obligations under the Master Lease Purchase Agreement; or (ii) a domigrade below A-3 on any of City's publicly available long-term general obligation bond ratings by Moody's Investors Service, Inc. (i) "Pledge ai7d Security tlgreerraent ' shall mean a pledge and security agreement, in substantially the form attached as Exhibit C hereto, to be executed by City on the Commencement Date to secure payment and performance by City of its obligations under the Master Lease Purchase Agreement for the benefit of Lessor and any assignee or assignees of its right, title and interest thereunder as permitted by Section 10 of this Agreement. (j) "Pricing Date" shall mean the last Business Day (treating Assignee as Lessor for purposes of the definition of such term in the Master Lease Purchase Agreement) that is at least fourteen calendar days prior to the Commencement Date. (k) "Stated Lxpiration Date" shall mean the first to occur of (i) August 1, 2017; (ii;) termination of the Master Lease Purchase Agreement pursuant to Section 4.2(b) of the Master Lease Pwnchase Agreement prior to the Commencement Date; (iii) termination of the Master Lease Purchase Agreement pursuant to Sections 3.1(b) and 4.2(d) of the Master Lease Purchase Agreement; (iv) any amendment, modification, alteration or waiver of any right, title, interest, duty or obligation of Assignor in its capacity as Lessor under the Master Lease Purchase Agreement that is entered into without the prior written consent of Assignee as required by Section 5(c) hereof; (v) any court decision; enacted law or implemented rule that has or will have the effect liGxeciaion V%erstory of eliminating or reducing the amount of the interest portion of Lease Payments that is excludible from gross income of the owner thereof for federal income tax purposes; or (vi) international or national crisis or banking moratorium materially affecting, in Assignee's reasonable opinion, the market price or market value of the loan represented by the Master Lease Purchase Agreement; provided that in no event shall the occurrence of an Unavoidable Delav result in the delay_ or postponement of the Stated Expiration Date pursuant to clause (i) of this definition. (1) "Swap Index" shall mean, as of" the Pricing Date, the 10 -Year US Interest Rale Swap shown on the USSWAP10 CMPN on Bloomberg on the Pricing Date. If Ibr any reason the 10 -Year US Interest Rate Swap is no longer shown on Bloomberg on the Pricing Date, Assignee shall select a comparable market source to determine the Swap Index. (tn) "Trustee Agreeinent - shall mean an agreement, in substantially the form attached as Exhibit D hereto, to be executed by Assignee (in its capacity as assignee Lessor), City and Trustee on the Commencement Date, with respect to the administration of the Master Lease Purchase Agreement and Trustee's rights, duties and obligations with respect thereto. 2.Purchase and Sale: Delegation and Assumption. (a) Subjcct to the terms and conditions of the Master Lease Purchase Agreement and subject to satisfaction of the conditions precedent set forth in Section 6 of this Agreement prior to the Stated Expiration Date, (i) Assignor hereby agrees to sell and assign to or at the direction of Assignee on the Commencement Date in consideration for receipt of the Purchase Price pursuant to Section 3 hereof all of Assignor's right, title, and interest in, to and Wider the Assigned Propertv; and (ii) Assignee hereby agrees to pay the Purchase Price to the persons entitled thereto pursuant to Section 4 hereof and accept and purchase on the Commencement Date all of Assignor's right, title and interest in, to and under the Assigned Property pursuant to the terms of this Agreement and the Assignment Instrument. The sale and assignment of the Assigned Property pursuant to this Agreement and the Assignment Instrument is made without recourse to Assignor except for airy breach of its covenants, representations and warranties set forth in (his Agreement. (b) in connection with the sale and assignment on the Commencement Date of the Assigned Property, Assignor hereby agrees (i) to delegate to Assignee, and Assignee hereby agrees to accept and assume, without recourse, the duties and obligations of Assignor (in its capacity as the original Lessor under the Master Lease Purchase Agreement) to perform each of Lessor's duties and obligations under Sections 3.4 and 3.5 of (he Master Lease Purchase Agreement from and after the Commencement Date; and (ii) to delegate to Trustee, and Trustee hereby agrees to accept and assume, without recourse, the duties and obligations of Assignor (in its capacity as the original Lessor under the Master Lease Purchase Agreement) to perform each of Lessor's duties and obligations under Sections 2.2(d), 3.4, 3.5, 4.3, 7.1, 10.4 and 12.3 of the Master Lease Purchase Agreement from and after the Commencement Date. Notwithstanding anything in this Section 2(b) to the contrary, 'lrustcc's duties and obligations under Section 4.3(c) of the Master Lease Purchase Agreement to deliver an Abstract of Title at the time, and in form and content, required by such Section 4.3(c) shall be performed solely at the direction and expense of City=. Notwithstanding anything in the Master Lease Purchase Agreement to the contrary, City shall not have the right (A) to abate or diminish its obligations to pay the Lease Payments and other -4- Exeoal oty I'ersron sums clue wader the Master Lease Purchase Agreement or (B) to terminate the Master Lease Purchase Agreement, in either case upon a default or Event of Default by Assignee or by Trustee in their respective performance of the obligations to be delegated to, and assumed by, each of them on the Commencement Date pursuant to the Assigmnent Instrument; provided, however, that nothing herein is intended or shall be construed to limit City's right to exercise such other remedies as City may have under Section 12.2 of the Master Lease Purchase Agreement against Assignee or Trustee upon such a default or such an Event of Default by Assignee or Trustee, as the case may be. (c) Notwithstanding any provision of this Agreement or the Master Lease Purchase Agreement to the contrary, the Assigned Property sold and assigned pursuant to this Agreement and the Assignment Instrument shall expressly exclude any and all of the obligations, duties, liabilities, rights, remedies and/or benefits under the Master Lease Purchase Agreement to the extent that the same arose, accrued or were payable during, or were attributable to, the period prior to the Commencement Dale, including (without limitation) those duties and obligations to be performed by the Lessor under Sections 3. 1, 3.2, and 3.3 of the Master Lease Purchase Agreement. (d) As of the Commencement Date, it is intended by the parties that the assignment and conveyance of the Assigned Property is absolute and unconditional, shall constitute a purchase and sale and does not constitute a loan for lederal and relevant state tax, bankruptcy and other purposes. Accordingly, from and after payment of the Purchase Price for the Assigned Property on the Commencement Date, Assignor shall have no right, title, interest, estate, claims or demands in or to, or duties or obligations (except as expressly provided in subsection (c) of' this Section 2) under, the Assigned Property sold and assigned pursuant to this Agreement and the Assignment Instrument, and the parties intend that in the event of a bankruptcy of Assignor, such Assigned Property shall not be included in Assignor's bankruptcy estate. Notwithstanding the foregoing, in the event such sale and assignment is deemed to be a loan, Assignor shall be deemed to have granted and hereby grants to Assignee a continuing,, first priority security interest in the Assigned Property and all proceeds thereof, and this Agreement shall be deemed to be a security agreement with respect to such loan. (e) Nothing in this Agreement or in the Assignment Instrument is intended, or shall be construed, to delegate to Assignee any duty or obligation of Assignor to perform any of its duties and obligations under and pursuant to that certain Project Warranties Agreement dated July 2, 2015. among City, Assignor and McComas-Lacina Construction, L.C. (1) Assignor shall not assign, sell, transfer, convey, mortgage, pledge or otherwise encumber the Assigned Property prior to the Commencement Date, except as provided in this Agreement. 3. Purchase Price. The aggregate purchase price for the Assigned Property to be sold and assigned hereunder shall be equal to the total amount for payment of the Lease Purchase Improvement Project Costs (the "Purchase Price"); provided however, that in no event shall the Purchase Price exceed 516,000,000. 5- Lxeeution Version 4. Pavment of Purchase Price. In consideration of the sale and assignment of the Assigned Property pursuant to this Agreement and the Assignment Instrument and the covenants, representations and warranties of Assignor and the City set forth in this Agreement, upon satisfaction of the conditions precedent set forth in Section 6 hereof and delivery to Assignee on the Commencement Date of the agreements, documents and other instruments provided in Section 6 hereof Assignee shall pay, by wire transfer of immediately available funds, the Purchase Price for the Assigned Property as set forth in the Assignment Instrument on such Commencement Date to the persons entitled thereto as directed by City in the written direction delivered pursuant to Section 6(d) hereof. 5. Terms of the Master Lease Purchase Agreement Deliveries on Effective Date. (a) City hereby certifies that the fully executed Master Lease Purchase Agreement (including Exhibits A through F attached thereto) delivered to Assignee and Trustee on the Effective Date is a Lull, true and complete copy thereof and has not been amended or supplemented. This Agreement shall not be deemed to alter, impair, enhance, or enlarge any right, obligation, liability, claim, or remedy created by the Master Lease Purchase Agreement prior to the Commencement Dale. Assignor, City, Trustee and Assignee acknowledge and agree that the representations, covenants, and indemnities contained in the Master Lease Purchase Agreement shall not be superseded by this Agreement, but shall remain in full force and eflect to the full extent provided therein subject to subsection (b) of this Section 5. In the event of any conflict or inconsistency between the terns of the Nlaster Lease Purchase Agreement with respect to the period prior to the Commencement Date and the terms of this Agreement, the terms of the Master Lease Purchase Agreement shall govern. (b') From and after the Commencement Date, the Master Lease Purchase Agreement shall remain in full force and effect to the full extent provided therein, subject to the terms of this Agreement. In the event of any conflict or inconsistency between the terms of the Master Lease Purchase Agreement vwith respect to the period from and after the Commencement Date and the terms of this Agreement, the terms of this Agrccment shall govern. (c) During the period from the Effective Date to the Commencement Date, City shall not agree with Assigner to amend, modify or otherwise alter any right, title, interest, duty or obligation of Assignor (in its capacity as the original Lessor under the Master Lease Purchase Agrccment) that would materially adversely affect or substantively change in any manner any such rig=ht, title, interest, duty or obligation from and after the Commencement Date (or agree to any waiver of any thereof) without the prior written consent of Assignee (which consent may be granted or withheld in ,Assignee's sole discretion) to any such amendment, modification, alteration or vwaiver. (d) On the Effective Date, (i) Assignor shall deliver to Assignee a letter from legal counsel to Assignor to the effect that Assignee is entitled to rely on the opinion of such counsel that is attached as Exhibit D to the Master Lease Purchase Agreement as if such opinion were addressed to Assignee; and (ii) City shall deliver to Assignee a letter from legal counsel to City to the effect that Assignee is entitled to rely on the opinion of such counsel Oral is attached as Exhibit C to the Nfaster Lease Purchase Agreement as if such opinion were addressed to Assignee. -6- 6yecwion Version 6. Conditions Precedent to Assignment and Assumption. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that satisfaction o f each of the following conditions precedent prior to the Stated Expiration Date is a prerequisite to the performance by any of the parties hereto of any of their respective obligations under this Agreement with respect to the assignment and assumption provided Ivor herein: (a) Acceptance by the City of' (lie Lease Purchase Improvements and the completed Parking Ramp Condominium Unit for purposes of the S'faster Lease Purchase Agreement during the Lease Term, as evidenced by City's execution and delivery of the Acceptance Certificate to Assignor, Assignee and Trustee; (b) Transfer of legal title in the Lease Purchase Improvements from Assignor to Trustee on the Commencement Date by corporate/business entity warranty deed, in substantially the form attached hereto as Exhibit L, executed by Assignor to Trustee to be held in trust by Trustee for the benefit of Assignee (in its capacity as assignee Lessor) and City (the `'Warranty Deed'), subject to City's right to receive conveyance of such legal title in the Lease Purchase Improvements pursuant to Section 4.3 of the Master Lease Purchase Agreement: (c) The Assibnmer( Instrument executed by each of Assignor, Assignee, City and Trustee and the Trustee Agreement executed by Assignee, City and "frustec; (d) Written direction from City to Assignee in the form of a cash flow memorandum, pay proceeds letter or other form acceptable to Assignee by which City directs the application of the Purchase Price for payment of the persons entitled thereto: (e) The Pledge and Security Agreement executed by City and accepted by Assignee as the assignee Lessor tinder the Master Lease Purchase Agreement; (f) Delivery to Assignee of the Abstract of Title delivered by Assignor to the City pursuant to Section 3.2(d) of the Master Lease Purchase Agreement and the preliminary title opinion required by Section 3.2(d) of the Master Lease Purchase Agreement (the "City Abstract and Tule Opinion -) which shall be in form and substance reasonably acceptable to Assignee, and evidence reasonably satisfactory to Assignee that, as of the Commencement Date, City has approved the same in writing; (g) Evidence reasonably satisfactory to Assignee that, as of the Commencement Date and based on City's audited financial statements for the Fiscal Year ending June 30, 2015 and unaudited financial statements for the Fiscal Year ending June 30, 2016, the net parking system revenues available l�or debt service frorn the operation of the City's parking revenue system I or each of the Fiscal Years ended June 30, 2015 and .Tune 30, 2016 were equal to at lest 1.25 times the maximum amount that will be required in any Fiscal Year during and prior to the Fiscal Year in which the final Lease Payment is scheduled to be paid to pay Lease Payments for each such Fiscal Year as shown on the revised Exhibit B to the Master Lease Purchase Agreement delivered pursuant to -7- Execulio7 Vereirm subsection (h) of this Section 6; (h) The revised Exhibit B (Schedule of Lease Payments, Balance of Principal Outstanding and After Payment Termination Value) is delivered pursuant to Section 5.1 of the _Diaster Lease Purchase Agreement based upon the interest rate, principal amortization schedule and After Payment Termination Values established pursuant to Section 9(a) or 9(c) hereof and approved in writing by City and Assignee (in its capacity as assignee Lessor); (i) No Material Adverse Change shall have occurred since the Effective Date; (j) The representations and warranties made in this Agreement and in the Master Lease Purchase Agreement remain true and accurate as of the Commencement Date; (k) Delivery of the opinion of Ahlers & Cooney, P.C., bond counsel to City dated the Commencement Date, with respect to federal tax -exemption of the interest portion of Lease Payments under the Master Lease Purchase Agreement (including revised Exhibit B thereto') in form and substance reasonably satisfactory to Assignee and its counsel and addressed to Assignee or with respect to which bond counsel delivers a reliance letter to Assignee; (1) The 'lax Exemption Certificate delivered by City, dated as of the Commencement Date, vwith respect to the financing of the Lease Purchase Improvements pursuant to the Master Lease Purchase Agreement with the proceeds of the Purchase Price paid pursuant to this Agreement. together with the 1RS Form 8038-G completed and executed by City and with evidence of filing on the Commencement Date; (m) Delivery of the Opinion of Counsel for City in substantially the form attached hereto as Exhibit F and addressed to Assignee or with respect to which such counsel delivers a reliance letter to Assignee; (n) Evidence of arrangements satisfactory to City and Assignor regarding full satisfaction on the Commencement Date of Assignor's construction loan together with lien waivers for all contractors, sub -contractors and suppliers upon application of a portion of the Purchase Price for such purpose as provided in the written direction of City delivered pursuant to subsection (d) Of this Section 6; (o) Delivery of Closing Certificates in substantially the form attached hereto as Exhibit G. including an investment representation letter from Assignee to City; (p) Payment of customary fees and costs by the respective partics; and (q) Such other certitications, documents and showings relating to any of the foregoing conditions precedent that anyparty may reasonably request from another party. -8- Eymnion Version 7. "Term of A<_-Treement; "hcrmination of Agreement If not previously terminated as the result of the occurrence of an event that constitutes a Stated Expiration Date, this Agreement shall terminate on August 2, 2017 if the conditions precedent provided in Section 6 above have not been satisfied on or before August 1, 2017. Subject to the preceding sentence, this Agreement, which modifies, amends and supplements the Master Lease Purchase Agreement, shall be and remain in effect for a Term coterminous %N i th the Master Lease Purchase Agreement and end on the latter of (a) the date upon which the City has paid to the Assignee (in its capacity as assignee Lessor) the aggregate Lease Payments required to be paid by City tinder the Master Lease Purchase Agreement as inedified hereby, unless terminated as provided in the Master Lease Purchase Agreement as modified by this Agreement and (b) the date all obligations hereunder are satisfied. 8. Condition Subsequent. Within 60 days following the Commencement Date, the Assignor and the City shall provide Assignee and the Trustee with evidence that the Warranty Deed has been recorded and provide Assignee and the Trustee with an Abstract of Title and final title opinion addressed to Assignee (in its capacity as assignee Lessor) and the Trustee and relating to the Lease Purchase Improvements, shoNving merchantable title in the Lease Purchase Improvements in Trustee as of the Commencement Date, free and clear of all taxes, encumbrances, easements, covenants, reservations and restrictions, except as set forth in the City .Abstract and Title Opinion or as otherwise agreed to herein (the "Assignee Abstract and Title Opinion'). Failure to satisfy the condition subsequent set forth in the preceding sentence shall constitute an Event of Default by the City under Section 12.1 of the Master Lease Purchase Agreement. 9. Establishment of Fixed Interest Rale, Principal Amortization and After Payment Termination Value. (a) On the Pricing Date, Assignee shall determine the ,Swap Index in effect on that Date. Within 3 Business Days after the Pricing Date, Assignee shall calculate (i) the Fixed hitcrest Rate (ii) the aggregate Principal Component of Lease Payments as of the Commencement Date, which shall be equal to the Purchase Price, (iii) the Principal Component and lm Brest portion of Lease Payments payable on each Lease Payment Date, for which the Principal Component is payable each June 1 beginning on the first .Tune 1 following the Commencement Date and the Interest portion is payable on each June 1 and December 1 beginning on the first June 1 or December 1 following the Commencement Date, and based on approximately level debt service payments for a Lease Term of twenty years beginning on the Commencement Date, (iv) the After Payment Termination Value (including prepayment premium equal to 2% of the Principal Component to be prepaid) in effect for anv Business Day that occurs on or after June 1, 2024 through May 31, 2026 for prepayment in whole of the Principal Component of Lease Payments at City's option pursuant to Section 10.1 of the Master Lease Purchase Agreement (there being no such optional prepayment prior to June L 2024), ('v) the After Payment Termination Value (without any prepayment premium) in effect for any Business Day that occurs on or after June 1, 2026 for prepayment in whole of the Principal Component of Lease Payments at City's option pursuant to Section 10.1 of the Master Lease Purchase Agreement and (vi) the After Payment Termination Value (without any prepayment premium) in effect for prepayment in part of (A) the Principal Component of Lease Payments under the circumstances provided in Section 10.2 of the Master Lease Purchase Agreement or (3) in connection with prepayment in part only once per year of up to $2,000,000 in aggregate Principal Component of Lease Payments in addition to the -9- Lsecvtion Nermm scheduled Principal Component of Lease Payments on each June I commencing on June 1, 2018, and application of any such partial prepayment as described in this clause (vi) in inverse order of the Principal Component of Lease Payments scheduled to be paid pursuant to the revised Exhibit B to the Master Lease Purchase Agreement delivered on the Commencement Date. Assignee's calculations pursuant to this subsection (a) of the terms to be in effect under the Master Lease Purchase Agreement for the Lease Term shall be conclusive (absent manifest error). (b) No later than the third Business Day after the Pricing Date, Assignee shall submit to City its calculations made pursuant to subsection (a) of this Section 9. City shall direct its bond counsel to prepare the revised Exhibit B to the Master Lease Purchase Agreement to be delivered on the Commencement Date pursuant to Section 6(h) hereof and any amendment to Article X of the Master Lease Purchase Agreement that Assignee or City determine to be advisable for the purpose of providing the terns for prepayment in whole or in part at the City's option for which calculations have been made pursuant to clauses (iv), (v) and (vi) of subsection (a) of this Section 9. So long as the revised Exhibit B and any such amendment to Article X are consistent with the calculations and terms provided in subsection (a) of this Section 9, Assignee and City agree to evidence their approval by execution and delivery of the "joint memorandum" referred to on Exhibit B to the original Master Lease Purchase Agreement. (c) Notwithstanding anything in this Agreement to the contrary, no later than the third Business Day after the Pricing Date, Assignee may adjust the terms of the Fixed Interest Rate to compensate Assignee for additional costs incurred or reductions suffered upon the occurrence of any of the following events: (i) a Change in Law shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, Capital One, N.A., or its affiliates, (B) subject Capital One, N.A., or its affiliates, to any taxes on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (C) impose on Capital One, N.A., or its affiliates, or the London interbank market any other condition, cost or expense that would affect the Master Lease Purchase Agreement, and the result of any of the foregoing changes referenced in clause (A), (B) or (C) shall be to increase the cost to Assignee as the Lessor under the Master Lease Purchase Agreement during the Lease Term or the making, maintenance or funding of the Master Lease Purchase Agreement on the Commencement Date, or to reduce the amount of any sum received or receivable by Assignee in such capacity (whether of principal, interest or any other amount); or (ii) Assignee determines that any Change in Law affecting Capital_ One, NLA., or its affiliates, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the capital or liquidity of Capital One, N.A., or its affiliates, as a consequence of Assignee being the Lessor under the Master Tease Purchase Agreement during the Lease Tenn to a level below that which Capital One, N.A., or its affiliates, could have achieved but for such Change in Law (taking into consideration the policies of Capital One, N.A., or its affiliates, with respect to capital adequacy). 10- Frecution Version Assignee shall deliver written notice to City of any such adjustment as provided in this subsection (c) at any time up to the third Business Day after the Pricing Date on which calculations are to be made by Assignee pursuant to subsection (a) of this Section 9. The City may accept the adjusted Fixed Interest Rale within five (5) Business Days after receipt of written notice of adjustment under this subsection (c). In the event the City does not give timely written notice of acceptance of the Fixed Interest Rate as adjusted tinder this subsection (c) the Condition Precedent in Section 6(h) shall not have been satisfied and performance by any of the parties shall be terminated without arty recourse or payment to any other party. 10. Further Assiarnuent by Assignee. (a) Assignee shall have the right at any time, without the consent of City, to assign, transfer or convey Assignee's right, title and interest in and to the Assigned Property, or any interest in or portion of any of the Assigned Property, but no such assignment, transfer or conveyance shall he effective as against City unless and until Assignee has delivered to City written notice thereof that discloses the name and address of the assignee and the Lease Servicer (as hereafter provided) and such assignment, transfer or conveyance shall be made only to (i) an affiliate of Assignee or (ii) banks, insurance companies or other financial institutions or their affiliates. Nothing herein shall limit the right ol'Assignee or its permitted assignees to sell or assign participation interests in the Assigned Property to one or more entities listed in (i) or (ii), provided that any participation, custodial or similar agreement under which multiple ownership interests in the Assigned Property are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, owner, servicer or other fiduciary or agent acting on behalf of all of the permitted assignees (herein referred to as the "Lease Servicer") to act on their behall' with respect to the lights and interests of Assignee under the Assigned Property, including a single recipient for all Lease Payments due under the Master Lease Purchase Agreement during the pease "fcrm and a single entity authorized to the exercise of rights and remedies of Assignee on behalf ol' such owners upon the occurrence of an F.vent of Default under the Master Lease Purchase Aureement. (b) During the Lease Term, City shall keep, or cause to be kept, a complete and accurate record of all notices to assignment that it receives pursuant to this Section. For this purpose, City hereby appoints Assignee to act as its registration agent, which appointment Assignee hereby accepts. Assignee hereby agrees on City's behalf to maintain such record of all such assignments. City agrees to execute all documents that may be reasonably requested by Assignee or any permitted assignee to protect its interests and property assigned pursuant to this Section. From and after its receipt of written notice of an assignment pursuant to subsection (a) o fthis Section 10, City shall pay all Lease Payments and other announts pursuant to the Lease to the assignee (including Lease Servicer) therein identified. Neither Trustee. nor Citv shall have the right to and shall not assert against any assignee or Lease Servicer any claim, counterclaim or other right Trustee or Cily may have against Assignee. (c) I f Assignee notifies City of its intent to assign the Assigned Properly, City agrees that it shall execute and deliver to Assignee a Notice and Acknowledgement of Assignment in substantially the form attached hereto as Exhibit D within five (5) Business Days after its receipt of such request. Exeeurdon Version (d) Each reference to "Assi.-nee"' in this Section 10 shall mean Assignee acting in its capacity as Lessor under the Master Lease Purchase Agreement during the Lease Tenn. Each reference to "City' in this Section 10 shall mean City acting in its capacity as Lessee under the Master Lease Purchase Agreement during the Lease Term. Notwithstanding anything in Article IX of the Master Lease Purchase Agreement to the contrary, the terms of this Section 10 regarding assignment by Assignee are intended, and shall be construed, to supersede and replace conflicting provisions of Sections 9.1 and 9.2 of the Master Lease Purchase Agreement from and after the Commencement Date. (e) Notwithstanding anything in Section 2.2(e) or Section 9.4 of the Master Lease Purchase Agreement to the contrary, from and after the Commencement Date, and upon the occurrence of a default or Event of Default by City under Section 12.1 of the Master Lease Purchase Agreement, Assignee shall have the right to terminate the Master Lease Purchase Agreement and exercise (or cause the 1 rustee pursuant to the Trustee Agreement to exercise) the other remedies provided under Section 12.2(c) of the Master Lease Purchase Agreement without the consent of City. Upon any such termination of the Master Lease Purchase Agreement, City hereby acknowledges and agrees that it will surrender the Lease Purchase Improvements pursuant to Section 12.3 of the Master Lease Purchase Agreement. 11. Representations, Covenants and Warranties of City. City shall promptly: (a) notify Assignee in writing of the occurrence of any Unavoidable Delay of which it has actual knowledge or the occurrence of any other event (including written agreement between City and Assignor) of which it has actual knowledge during the construction of the Lease Purchase Improvements that may result in a delay in substantial completion of the Project by August 1, 2017, as provided in Section 3,1(c) of the Master Lease Purchase Agreement, which written notice shall describe briefly the Unavoidable Delay or other event that has occurred and the expected length of the related delay; (b) notify Assignee in writing of the occurrence of any Material Adverse Change and describe briefly such Material Adverse Changc; (c) notify Assignee in writing of the issuance or entering into by City of any bonds, notes, leases or other obligations that are secured by a pledge and grant of a security interest in the net parking system revenues from the operation of City's parking revenue system; and (d) provide Assignee at least twenty (20) days advance written notice of the Commencement Date prior to its occurrence. City further agrees that the net parking system revenues from the operation of City's parking revenue system that are to be pledged pursuant to the Pledge and Security Agreement will constitute, from and after the Commencement Date, "receipts derived from the ownership, operation, or disposition of projects or systems ... that are primarily used or intended to be used primarily to provide transportation, utility, or other services" of City for purposes of I1 U.S.C. §902(2)(A) and "other revenues or receipts derived from particular functions" of City for purposes of 11 U.S.C. §902(2)(D). It is accordingly the intention of City and Assignee that the pledge of such net parking system revenues will constitute, from and after the Commencement Date, a pledge of "special revenues" for put -poses of 11 U.S.C. §901 et seq., and that a petition filed by City under 11 U.S.C. §901 elseq., will not operate as a stay under 11 U.S.C. §362 of the application of such net parking system revenues to payment when due of the Lease Payments secured by such net parking system revenues on each Lease Payment Date in accordance with -12- Exeeution Version Section 5.1 of the Master Lease Purchase Agreement. Neither City nor Assignee will take any action inconsistent with their agreement and statement of intention hereunder, and will not deny that the pledge of such net parking system revenues constitute a pledge of special revenues for purposes of t 1 U.S.C. §901 et seq. City hereby represents, covenants and warrants to Assignee that each ofits representations, covenants and warranties in Section 2.1 of the Master Lease Purchase Agreement are true and accurate as of the Effective Date. 12. Representations and Warranties of Assignor Assignor Indemnity. Assignor hereby represents and warrants to Assignee and City that (a) from and after the Commencement Date, Assignor intends that the transfer and assignment provided in this Agreement and the Assignment Instrument shall constitute a sale and assignment of al l right, title and interest of Assignor in and to the Assigned Property, including (without limitation) the Lease Payments, and not a secured borrowing; (b) from and after the Commencement Date, Assignor will have no right or obligation to repurchase the Assigned Property and will retain no interest whatsoever in the Assigned Property; (c) Assignor does not, and will not, transfer the Assigned Property pursuant to this Agreement and the Assignment Instrument with intent to hinder, delay or delraud any person or entity; (d) the portion of the Purchase Price to be received by or for the benefit of Assignor on the Commencement Date will represent reasonably equivalent value in exchange for its transfer of the Assigned Property; (e) there willl be no modification of the consideration under this Agreement and the Assignment Instrument in respect of the transfer of the Assigned Property, other than pursuant to a change order agreed to by City and Assignor pursuant to the Master Lease Purchase Agreement; (f) from and after the Commencement Date. Assignor will take no action inconsistent with, and will be estopped to challenge. Assignee's ownership of the Assigned Property; (g) Assignor will not receive any payment with respect to the Assigned Property other than payment of the portion of the Purchase Price to which it is entitled, other than pursuant to a change order agreed to by City and Assignor pursuant to the Master Lease Purchase Agreement; and (h) no arrangement exists whereby Assignor is to protect Assignee against the risk of fluctuations in the market value of the Assigned Property or the risk of nonpayment by City under the Master Lease Purchase Agreement. Assignor hereby represents, covenants and warrants to Assignee that each of its representations, covenants and warranties in Section 2.2 of the Master Lease Purchase Agreement are true and accurate as of the Effective Date. Assignor hereby indemnities and agrees to pay, protect, defend absolutely and unconditionally and save and hold the Assignee, the Trustee and the City (the"Indenmifae(l Pcartie,v ") harmless from and against any loss, cost, liability, damage, penalty, fine, injury or expense (including reasonable attorneys fees, court costs and other reasonable out-of-pocket expenses and all costs and expenses, including reasonable attorney's fees and expenses, incurred by such Indemnified Party in enforcing airy rights under this indemnity) (collectively, the 7rademWfiied Obligations') arising directly or indirectly from or out of or in connection with oras a result of the Trustee, at any time on or after the Commencement Date during the Lease Terin until delivery of the Assignee Abstract and Title Opinion to Assignee and the Trustee pursuant to Section 8 hereof, not having merchantable title in the Lease Purchase Improvements, free and Execution 6'Ersa0)7 clear of all taxes. encumbrances, casements, covenants, reservations and restrictions, except as otherwise agreed to herein. Assignor's liability under this indemnity is absolute, unconditional and irrevocable and direct and immediate and not conditional or contingent upon the pursuit of any remedies against it as Lessor or against the Lease Purchase Improvements. Assignor waives any right to require that an action be brought against the City or any other Person or to require that resort be had to the Lease Purchase Improvements or indemnified Parties' rights under the Master Lease Purchase Agreement. Assignor covenants and agrees that it shall ensure that on and after the Commencement Date, it shall at all times protect and defend, at its own cost and expense, the Trustee's title in and to the Lease Purchase Improvements from and against all claims, liens and legal processes of its creditors, general contractors, subcontractors and suppliers that relate to any work or materials supplied prior to the Commencement Date and keep the Tease Purchase Improvements free and clear of all such claims, liens and legal processes except those in favor of the Assignee or the Trustee for the benefit of the Assignee. Assignor may deliver a bond pursuant to Iowa Code sections 572.15 or 572.33A(2) to pay such claims, liens and legal processes. 13. Miscellaneous Provisions. (a) Further Actions. From and after the Commencement Date. Assignor hereby covenants and agrees to execute and deliver, at the request of any other party hereto, such further instruments of transfer and assignment and to take such other action as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement and the Assignment Instrument. (b) Benefit; No Collateral or Other Assionment, This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and any permitted assigns, and for no other person or entity for any reason whatsoever. No party hereto may assign or transfer any of its right, title or interest under this Agreement, or delegate any of its duties and obligations hereunder, to any other person or entity without the express prior written consent of each other party hereto; provided, that nothing in this Agreement shall be construed to require Assignee to consent to or agree with any collateral assignment by Assignor of any of its rights or interests under this Agreement to secure construction financing for the Project If any other party requests that Assignee agree to any such collateral assignment, Assignee may withhold, grant, condition or otherwise reject any such request in the exercise of its sole and absolute discretion. (c) Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument. (d) Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. (c) Amendments and Modifications. This Agreement may be amended or modified only by written document duly authorized, executed and delivered by all parties hereto prior to the _14_ Fxecution Version effectiveness of the assigmncnt and transfer under the Assignment Instrument on the Commencement Date and thereafter by Assignee (in its capacity as assignee Lessor or any subsequent such assignee), City and Trustee (if its rights or interests would be affected by such amendment or modilicationl. (f) Notices. All notices, certificates or other communications under this Agreement shall be sufficiently given and shall be deemed given when delivered personally or by overnight courier or deposited in the United States mail in registered or certified form (return receipt requested) with postage fully prepaid addressed as follows: (1) i f to City, City of Iowa City, 410 E. Washington Street. Iowa City, Iowa 52240, Attention: City Manager; (ii) if to Assignor, A & M Development JI, LLC, 1310 Highland Court, Iowa City, Iowa 52240, Attention: Mike Hahn; (iii) if to Assignee, Capital One Public Funding, LLC, 275 Broadhollow Road, 4"' Floor, Melville, New York 11747, Attention: President; and (iv) if to Trustee, Bankers Trust Company, 453 7"i Street, Des Moines, Iowa 50309, Attention: Institutional Trust Services, Vice President Institutional Trust Services Officer. City, Assignor, Assignee or Trustee, by written notice given hereunder to each of the other parties, may designate different addresses to which subsequent notices, certificates or other communications will be sent. (g) Governine Law. All issues and questions concerning the construction, validity.. interpretation, and enforceability of this Agreement and the Assignment Instrument shall be governed by, and construed in accordance with. Iowa law, without giving effect to any choice of law or conflict of law rules or provisions. IN WITNESS WHEREOF, the parties have executed this Agreement Regarding Assignment and Assumption of Lease Purchase Agreement as of the Effective Date. [Remainder ofRage intentionally hefl blank; signature pages follow] -15_ G'aeciraion Verslntt ASSIGNOR: A & M Development II, L, L.C., an Iowa limited liability /company By: U Y f W \ Name: f JS Title: t -e s', C) c r j (Signature page to Assignment and Assumption Agreement - A & MDevelopment H,, L.L.C. J -16- Execution Version ASSIGNEE: Capital One Public Funding, LLC, aNew York limited liability company By Naive: Jonathan A. Lewis Title: President [Signature page to Assignment and Assumption Agreement Capital One Public Funding, LLCJ _ l7_. Execution Version CITY: City of Iowa City, Iowa, a duly organized political subdivision of the State of Iowa By:/ Qin - m Nae: Matthew . ek Title: Mavor [Signature page to Assignment and Assumption Agreement - City of Iowa City, Iowa] -18- Execution Version TRUSTEE: Bankers Trust Company, an Iowa corporation Name: X11 p-�iQs, ]n rr Title: t z� [Signature page to Assignment and Assumption Agreement - Bankers Trust Company) -19- Gxecution Version EXHIBIT A ACCEPTANCE CERTIFICATE. (SECTION I(A)) ACCEPTANCE CERTIFICATE To: Capital One Public Funding, LLC A & M Development II, L.L.C. Bankers Trust Company Re: Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated 2015, by and among Capital One Public Funding, LLC ("Assignee"), A & M Development II, L.L.C., ("Assignor"), City oflowa City, Iowa (`City"), and Bankers Crust Company ("Trustee"); and 'Master Tease Purchase Agreement dated . 2015, by and between City of Iowa City, Iowa and A & M Development I1, L.L.C. (All capitalized terms used, but not defined, in this Acceptance Certificate shall have the respective meanings set forth in the Master Lease Purchase Agreement.) In accordance with the Agreement Regarding Assignment and Assumption of Lease Purchase Agreement and the Master Lease Purchase Agreement, the undersigned City hereby certifies and represents to Assignor, Assignee and Trustee that: 1. The Lease Purchase Improvements have been constructed, installed, and delivered on the date hereof. 2. Cit;, acknowledges that the conditions listed in Section 3.3 of the Master Lease Purchase Agreement have been satisfied. 3. After its receipt of the request and certifications by Lessor and its architect as required by Section 33 of the Master Lease Purchase Agreement, City conducted a final inspection of the Lease Purchase Improvements and determined that the Lease Purchase Improvements were constructed in accordance with the Final Plans, all for purposes of such Section 33. In accordance with Section 3.3 of the Master Lease Purchase Agreement, City hereby accepts possession of the Lease Purchase Improvements for purposes of the Master Lease Purchase Agreement. City hereby acknowledges that its acceptance as herein provided constitutes a conclusive determination of satisfactory termination of the covenants and conditions of the Master Lease Purchase Agreement with respect to the obligations of Lessor to construct the Lease Purchase Improvements. IN 'ATTN13SS WHEREOF, this Acceptance Certificate is executed and delivered this day of .2017. IRenwijider of puce h7lentionally left blank; signature page follows] Execution Version Attest: By: Print Name: Title: CITY OF IOWA CITY, IONVA By: Print Name: Title: [Signatzire page to Exhibit AAcceplance Certificate —Cit.v ofLowa City, In>vof 01118602-1A10714-118 Execration Vcir iwy EXHIBIT B ASSIGNNILNT INSTRUMENT (SECTION 1(C)) AssIGN11FA F ANI) DELEGATION AGREE]7ENT This Assignment and Delegation Agreement (this "Assignmen( h7struniew") is being entered into on this _ day of 20_ by and among CA11rI a 1, ONE PUBLIC FUNDING, LLC, a- New York limited liability company (together %with its successors and permitted assigns, "Assignee "), A & N1 DEVELOPMENT 11, L.L.C., an Iowa limited liability company ("Assignor CrrY OF IOWA Cl TY, Iowa, a duly organized political subdivision of the State of Iowa (" C'rry and BANKE&s TROST COMP vNv, a state banking corporation organized under the laws of the State of lo%wa (together with any successor trustee, `T ru.stee "). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Lease. Pursuant to that certain Master Lease Purchase Agreement dated as of 2015 (the "Mcwer Lease J urchase Agreewcw "). bet%veen City and Assignor, as amended, modified and supplemented by the terms of that certain Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated as of 2015 among Assignee, Assignor. City and Trustee (the "Agreement Regardin,, _1s.si�'11)11erad" and collectively, %with the Master Lease Purchase Agreement, and as the same may be further supplemented, amended or modilied pursuant to the terms thereof. the 'Lease'), Assignor has dcsigned and constructed certain Lease PUrChase Improvements and leased the Lcase Purchase Improvements to City pnrSUant to the Lease for the Lease Terse in consideration for payment by City of the Lease Yavments. Assignor desires to sell transfer and assign to Assignee all of Assignor's 6(,lit. title. and interest in and to the Assigned Property on the Commencement Date and desires to delegate its duties and obligations under the Lcase to be performed from and after the Commencement Date. This Assignment Instrument is being entered into pursuant to, and incorporates all of the terms of, the Agreement Regarding Assignment including all of the pertinent definitions provided or incorporated therein. Now, TtIERLPORE, in consideration of the foregoing, and such other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree as follows: 1. The Convevance. Assignor hereby sells, assigns, transfers and sets over to Assignee, and Assignee hereby fully accepts and purchases, all of Assignor's right, title, and interest in and to the Assigned Property. 2. Pin -chose Price. In consideration of the sale. transfer and assignment of the Assigned Property pursuant to the Lease and this Assignment Instrument, Assignee acknowledges that it has paid on this date in immediately available funds the purchase price of S (the "Purchase Price "), and Assignor hereby acknowledges and agrees that it has received the full Purchase Price from Assignee on the date hereof in exchange. therefor. 3. 1'rarzsfer Cl�:arges. ,Assignor shall pay an}� and all taxes that may be imposed by any federal, state or Local government authority on the transfer by Assignor of the Assigned Property under this Assignment Instrument. Esecufion Version 4. Delegation and Assumaplion. (a) Assignor hereby delegates to Assignee, and Assigonce hereby accepts and assumes, without recourse, the duties and obligations of Assignor (in its capacity as the original Lessor under the Lease) to perform each of Lessor's duties and obligations under Sections 3.4 and 3.5 of the Lease from and after the Commencement Date. In connection with any subsequent assignment or reassignment of Lessor's right, title and interest in, to and under the Lease to a permitted assignee pursuant to Section 10(a) of the Agreement Regarding Assignment, Assignee (and any such permitted assignee) may delegate any one or more of its duties and obligations under Sections 3.4 and 3.5 of the Lease and Section 10(b) of the Agreement Regarding Assignment to a permitted assignee without City's consent. Each such permitted assignee shall expressly assume performance of the duties and obligations so delegated and the assignor Lessor released therefrom. (b) Assignor hereby delegates to Trustee, and Trustee hereby accepts and assumes, without recourse, the duties and obligations of Assignor (in its capacity as the original Lessor under the Lease) to perform each of Lessor's duties and obligations under Sections 2.2(d), 3.4, 3.5, 4.3, 7.1, 10.4 and 12.3 of the Lease from and after the Commencement Date on the terms and conditions provided in the Trustee Agreement. (c) Notwithstanding any provision of this Assignment Instrument or the Lease to the contrary, the Assigned Property sold and assigned pursuant to the Agreement Regarding Assignment and this Assignment Instrument expressly excludes any and all of the obligations, duties, liabilities, rights, remedies and/or benefits under the Lease to the extent that the same arose, accrued or were payable during, or were attributable to, the period prior to the Commencement Date, including (without limitation) those duties and obligations performed or to be performed by the original Lessor under Sections 3. 1, 3.2 and 3.3 of the Lease. (d) Nothing in this Assignment Instrument is intended, or shall be construed, to delegate to Assignee or Trustee any duty or obligation of Assignor to perform any of its duties and obligations under and pursuant to that certain Project Warranties Agreement dated _ 2015, among City. Assignor and McComas-L.acina Construction, L.C. 5. Representations and [Varranties of Assignor. Assignor hereby represents and warrants that all representations and warranties made by Assignor in the Lease are true and correct as of the date hereof and no Event of Delault by Assignor (as original Lessor) under the Lease, or event which with notice or passage of time or both would become such an Event ofDefault, has occurred or is continuing. 6. Representations and Warranties of City. City hereby represents and .warrants that (a) all representations and warranties made by City in the Lease are true and correct as of the date hereof as though made on the date hereof, (b) no Event of Default by City under the Lease, or event which with notice or passage of time or both would become such an Event of Default, has occurred or is continuing and (c) no Material Adverse Change has occurred since the Effective Date of the Agreement Regarding Assignment. Execution Version T Entire Areement. This Assignment Instrument, together with the Lease. the Trustee Agreement and the Pledge and Security Agreement, collectively constitute the entire agreement ol'the parties with respect to the subject matter hereof. [Remainder of page intentionally left blank:; signature page follows] Lxeculion 6'ersion IN WITNESS WHEREOF, the parties have caused this Assignment and Delegation Agreement to be executed by their duly authorized representatives as of the date first above written. .ASSIGNOR: ASSIGNEE: A & M DLvELOPMENT 11, L.L.C., an Iowa limited CAPITAL ONE Puiu,w FENDING, LLC, a New liability company York limited liability company By: Name: CiI 1': C1IY OF 101;VA CITY, IOWA, a duly organized political subdivision of the State oflowa By: -- Name: Title: By: Name: Tide: I US"f EE: BANKERS TRUST COMPANY, an Iowa corporation Bv: Name: Title: (Sigrzalure page to _1.isi runen! and Delegation Agreernew] 4 Execution Version ENIIIBIT C PLEDGE AND SECURITY AGREEMENT (SECTION 1(I)) PLEDGE AND SECURITY AGREEMENT Dated as of 20 of the CITY OF IOWA CITY, IOWA Re: Master Lease Purchase Agreement dated as of , 2015, as modified by the terns of the Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated as of 2015 Execution Version TABLE OF CONTENTS ARTICLE I DEFINITIONS........................................................................................................I ARTICLE 11 PLEDGE_ AND APPLICATION OF REVENUES AND OTHER AMOUNTS; CREATIONOF FCNDS....................................................................................6 Section 2.1. Pledge of Revenues......................................................................................6 Section 2.2. Source of Payment.......................................................................................6 Section2.3. Equality of Lien............................................................................................6 Section2.4. User Rates....................................................................................................6 Section 2.5. Application of Revenues..............................................................................7 Section 2.6. Investments.............................................................:::..................................8 Section 2.7. Remedies ol'Lessor.......................................................................................9 ARTICLE III GENERAL COVENANTS........................................................................................9 Section 3.1. Covenants Regarding the Operation of the System.....................................9 Section 3.2. Additional Covenants, Representations and Warranties of the City....................................................................................................... 11 Section 3.3. Agreement a Contract................................................................................12 ARTICLE IV ISSUANCE OF PARITY OBLIGATIONS; DISCHARGE AND SATI.SFACTION............................................................................................. 12 Section 4.1. Prior Lien and Parity Obligations................................................:...............12 Section 4.2. Discharge and Satisfaction............:............................................................13 ARTICLE V Section 5.1. Section 52. Section 5.3. Section 5.4, Section 5.5. MISCELLANEOUS............................................................................ ...... Governing Law........................................................................ PartialInvalidit)..................... ....................................... ............ Notices..................................................................................... 'Ierm......................................................................................... Certain Inconsistent Provisions of Master Lcase Purchase Agreement.......................................................................... EXH1Hrf A — Description of Lease Purchase Improvements -i- Ex.eciflion Version 14 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMFNT, dated as of 20 (this "Agreement"), is executed and delivered by the City of Iowa City, Iowa, a duly organized political subdivision of the State of Iowa (the "City"). RECITALS: WHEREAS, capitalized terms used in these Recitals shall have the respective meanings provided in Article I below; and WHEREAS, the City has contracted for the design, acquisition and construction of the Lease Purchase Improvements pursuant to the Lease, which Lease Purchase Improvements have been accepted by the City for purposes of the Lease and leased to the City for the Lease Term as therein provided in consideration for payment of Lease Payments by the City; and WHEREAS, the Governing Body has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the System and available for the payment of, and security for, Lease Obligations as provided in this Agreement; Now, THEREFORE, in consideration of the benefits accruing to the City, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City agrees as follows for the benefit of the Lessor and the holders of Parity Obligations: ARTICLE 1 DEFINITIONS The following terms shall have the following meanings in this Agreement unless the context, expressly or by necessary implication, requires otherwise: "Mier Pcy17)7 71 Termination Vahie" means the sum to be paid by the City pursuant to Article X of the Lease to prepay the principal component of Lease Payments, including any accrued interest thereon and any prepayment premium applicable thereto, in accordance vvith the Lease (including revised Exhibit B thereto). :AgreernenC" means this Pledge and Security Agreement, dated as of 20 between the City and the Lessor, as modified, amended or supplemented in accordance with its terms. slgreernant Regarding _dssi,rarraeral" means that certain !lgrcemeut Regarding Assignment and Assumption of Lease Purchase A�recmeut dated as of 2015, among the Original Lessor (as assignor), the Assignee, the City and the Trustee, as modified, amended or supplemented in accordance with its terms. Execution Version 4ssignee" means Capital One Public Funding, LLC, and its successors and any assignee perimitted under Section 13(b) of the Agreement Regarding Assignment, when acting in its capacity as assignee under the Agreement Regarding Assignment and the Assignment Instrument. ',46signment lnstrurnew" means that certain Assignment and Delegation Agreement dated as of , 20, among the Original Lessor (as assignor), the Assignee, the City and the Trustee. "Ciry" means the City oflowa City. Stale of Iowa. "Clerk" means the City Clerk, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. "Comrnencernew Date" means the date of acceptance of possession by the City of the Lease Purchase Improvements under Section 33 of the Master Lease Purchase Agreement, as evidenced by delivery by the City of the Acceptance Certificate as defined and provided in the Agreement Regarding Assignment. "Final li'arraw*v Deed" means that certain corporate/business entity warranty deed by Nvhich the "Trustee transfers to the City legal title in the Lease Purchase Improvements pursuant to Section 4.3 of the Master Lease Purchase Agreement as provided in the Trust Agreement. "Fiscal Pear- means the twelve-month period beginning on July 1 of each year and ending on the last day of June of the following year, or any other consecutive hvelve-month period adopted by the Governing Body or by law as the official accounting period of the System. Requirements of a Fiscal Year as expressed in this Agreement shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first clay of the succeeding Fiscal Year. 'Governing Body" means the City Council of the City, or its successor in function with respect to the operation and control of the System. b¢ eperrdent:lzulitor" means an independent firm of Certified Public Accountants or the Auditor of State. "Lease" means the Master Lease Purchase Agreement, as amended, modified and supplemented for the purpose of financing by the terms of the Agreement Regarding Assignment, and as further modified.. amended or supplemented in accordance with the Master Lease Purchase Agreement. "Lease Obligadions "' means the City's obligations to pay Lease Payments, After Payment Termination Value and other amounts due and payable under the Lege and to perform its other covenants and agreements in accordance with the Lease and this Agreement. -2- Elecwun Yeraton "Lease Payments" means the payments (consisting of principal and interest components) due from the City to the Lessor pursuant to the Lease that are payable on the dates and in the amounts provided in revised Exhibit B to the Lease that has been approved by joint memorandum of the City and the Lessor in accordance with the Lease. "Lease Purchase Improvements" means the parking ramp condominium unit described in F_xhibit _d hereto and commonly known as the Harrison Street Parking Facility that is part of the System and that has been designed, acquired and constructed, and possession of which has been accepted by the City, all in accordance with the Master Lease Purchase Agreement. "Lessor" means Capital One Public Funding, LLC, and its successors and permitted assigns, when acting in its capacity as Lessor under the Lease by assignment from the Original Lessor pursuant to the Agreement Regarding Assignment and the Assignment Instrument or by subsequent assignment or assignments pursuant to Section 10(a) of the Agreement Regarding Assignment. "illaster Lease Purchase Agreement" means that certain Master Lease Purchase Agreement dated as of 2015, between the City and the Original Lessor, with respect to the design, acquisition and construction of the Lease Purchase Improvements. INel Revenues" means gross earnings including rentals, receipts, lease payments, parking fees, overtime parking fees, and parking charges of any kind of the System after deduction of current expenses. "Current expenses" means and includes (a) for all off-street parking facilities the reasonable and necessary cost of operating, maintaining, repairing and insuring such facilities, salaries, wages, costs mid materials and supplies; and (b) for all on -street parking meters, and other metered parking, the repair and replacement of parking meters, salaries and wages o f meter enforcement personnel, and meter repair and collection personnel. "Original Lessor" means A & M Development Il, L.L.C., an Iowa limited liability company, in its capacity as Lessor under the Lease from the date of its execution and delivery up to the effectiveness of the assignment and transfer under the Assignment Instrument on the Commencement Date. "Parit}- Obligations" means parking system revenue notes, bonds, leases or other obligations payable solely from the Net Revenues of the System on an equal basis with the Lease Obligations and that arc issued or entered into by the City pursuant to an authorizing resolution, trust indenture or other governing agreement in compliance with the requirements of Section 4.1 hereof. "Permitted Inrestments" means: (a) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; Exec -mon VL'T'si039 (b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: — Expert - Import Bank — Farm Credit System Financial Assistance Corporation — USDA Rural Development General Services Administration U.S. Maritime Administration Small Business Administration Government National Mortgage Association (GNMA) U.S. Department of Housing & Urban Development (FHA's) Federal Housing Administration (c) repurchase agreements whose underlying collateral consists of the investments set out above if the City takes delivery of the collateral either directly or through an authorized custodian. Repurchase agreements do not include reverse repurchase agreements; (d) senior debt obligations rated "AAA" by Standard & Poor's Corporation (S&P) or "Aaa" by Moody's Investors Service Inc. (Moody's) issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation; (e) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-term certificates of deposit on the date of purchase of "A-1" or "A-1+" by S&P or "P-1" by Moody's and maturing no more than 360 days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (f) commercial paper which is rated at the time of purchase in the single highest classification, "A-1+" by S&P or "P-1" by Moody's and which matures not more than 270 days after the date of purchase; (g) investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, or "AAA" or "AA" by Moody's; (h) pre -refunded municipal obligations, defined as any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow'), in the highest rating category of S&P or Moody's or any successors thereto; or (b)(i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or direct obligations of the Department of the Treasury of the United States of America, which escrow may be applied only to the payment of such principal of and interest and -4- Execution Version redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate: (i) tax exempt bonds as defined and permitted by section 148 of the Interval Revenue Code and applicable regulations and only if rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of Iowa: (j) an investment contract rated within the two highest classifications as established by at least one of the standard rating services approved by the superintendent of banking by rule adopted pursuant to chapter 17A Code of IoNva; and (k) Iowa Public Agency Investment Trust. 'System" means the. parking revenue system of the City including the Lease Purchase. Improvements and "Off-street parking" as hereinafter described and "On -street parking" including parking meters located on and along the City's streets and all properties acquired or to be acquired from revenues of the System or made a part thereof by resolution of the Governing Body. For purposes of this Agreement and unless amended by the City with the prior N rittev consent of the Lessor, which may be withheld in its sole discretion, the System is presently made up and comprised of the following: Off-street parking consists of four (4) municipal parking ramps (2.486 spaces) and seven (7) parking lots (with a mix of permit and metered spaces totaling 425). On -street parking consists of 1,174 on -street parking meters. The System currently consists of 4,131 parking spaces; provaded, however, that the City may from time to time by resolution lend or lease to the parking system for temporary use additional lards or lots which may be available for temporary use as parking. Such temporary land or lots may be withdrawn from the System by the Governing Body irrespective of the provisions of Section 3.1(f) of this Agreement which provisions linvit and restrict the manner of disposition of property comprising the System. 'Iax Exemption Cerlificare" means the Tax Exemption Certificate executed by the Treasurer and delivered on the Commencement Date. "Treasurer" means the Finance Director or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Lease Payments and any other amounts payable to Lessor under the Lease. -s- Execution 1'e-rsion "Trust rlgreernew" means that certain Trust Agreement dated as of 2015, among the Cilp, the Assignee and the Trustee, with respect to certain matters relating to the Lease Purchase Improvements, the Warranty Deed and the Final Warranty Deed, as modified, amended or supplemented in accordance with its terms. "Trustee" means Bankers Trust Company, Des Moines; Iowa, in its capacity as trustee under the Trust Agreement, and its successors. "i^l'"arrcmiy Deed" means the corporate/business entity warranty deed by which the Original Lessor transfers to the Trustee legal title in the Lease Purchase Improvements to be held in trust by the Trustee for the benefit of the Lessor, subject to the City's right to receive conveyance of such legal title in the Lease Purchase Improvements pursuant to Section 4.3 of the Master Lease Purchase Agreement, all as provided in the Agreement Regarding Assignment, ARTICLE 11 PLEDGE AND APPLICATION OF REVENLES AND OTHER AMOUNTS; CREATION OF FUNDS Section 2.1. Pledge ol" Revenues. (a) The City hereby irrevocably pledges all Net Revenues of the System to secrre payment and performance of the Lease Obligations and any Parity Obligations. This pledge shall be valid and binding from and after the Commencement Date, and such Net Revenues shall immediately be subject to the lien of this pledge without any physical delivery, filing or further act. Section 2.2. SoLrce of Payment. The Lease Obligations and any Parity Obligations and the interest thereon shall be payable solely and only out of the Net Revenues of the Systcm and shall be a lust lien on all Net Revenues of the System. The Lease Obligations shall not be a general obligation of the City nor shall they be payable in any manner by taxation and the City shall be in no manner liable by reason of the failure of Net RCVCnneS to be sufficient for the payment of the Lease Obligations, Section 2.3, Equcrli y of Lien. The City covenants and agrees that the timely payment of the Lease Obligations and principal of and interest on Parity Obligations are secured equally and ratably by the Net Revenues of the System without priority by reason ol" ntmrber or time of sale, execution, delivery or issuance; and the revenues of the System are hereby irrevocably pledged to the timely payment of the Lease Obligations and principal of and interest on Parity Obligations as the same became due. Section 2.4. User Rates. There has heretofore been established and published as required by laav, just and equitable rates or charges for the use of the service rendered by the System. So long as the Lease Obligations are outstanding and unpaid, the City shall ensure that the rates or charges to consumers of services of the System are sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of the Lease Obligations and principal of and interest on Parity Obligations as -G- Execzaion Veraion the same fall due, and to provide for the creation of reserves if and when provided for with respect to Parity Obligations. Any revenues paid and collected for the use of the System and its services by the City or ally department, agency or instrumentality of the City shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 2.5, Application of Revenues'. From and after the delivery of the Assignment Instrument, and as long as any Lease. Obligations or Parity Obligations are outstanding and unpaid either as to principal or as to interest, or until the Lease Obligations and Parity Obligations then outstanding shall have been discharged and satisfied in the manner provided in Section 4.2 hereof, the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Parking System Revenue Fund (the "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Parking System Revenue Operation and Maintenance Fund (the "Operation and Maintenance Fund"). There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an annual basis such as insurance. After the lust day of the month, further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund. (b) Sinking Fund Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Lease Obligations and Parity- Obligations. The fund shall be known as the Parking System Revenue Sinking Fund (the "Sinking h'und "). The required amount to be deposited in the Sinking fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding balance of the Lease Obligations and ParityObligations, phis the equal monthly amount necessary to pay in full the installment of principal coming due on the Lease Obligations and Parity Obligations on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount, the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying Lease Obligations and principal of and interest on the Parity Obligations as the same shall become due and payable. (c) Reserve Fund. There shall be no debt service reserve fund for the Lease Obligations. Money in the Revenue Fund shall be disbursed to maintain a debt service reserve if one or more reserve fund requirements exist with respect to a Parity Obligation (the "Reserve Fund Requirement"). Such fund shall be known as the Parking System -7- F_,xeculiun Version Revenue Debt Service Reserve Fund (the "Reserve Ftrnd -). In each month there shall be deposited in the Reserve Fund an amount equal to 25 percent of the amount required to be deposited in such month in the Sinking Fund; provided, hoivever, that when the amount on deposit in the Reserve Fund shall be not less than the Reserve Fund Requirement, no further deposits shall be made into the Reserve Fund except to maintain such level, and when the amount on deposit in the Reserve Fund is greater than the balance required above, such additional amounts shall be withdrawn and paid into the Revenue Fund. Money in the Reserve Fund shall be used solely for the purpose of paying principal at maturity of or interest on Parity Obligations for the payment of which insufficient money shall be available in the Sinking Fund. Whenever it shall become necessary to so use money in the Reserve Fund, the payments required above shall be continued or resumed until it shall have been restored to the required minimum amount. (d) Subordinate Obligations. '_Money in the Revenue Fund may next be used to pay principal of and interest on (including reasonable reserves therefor) any other obligations which by their terms are payable from the revenues of the System, but subordinate to the Lease Obligations and Parity Obligations, and which have been issued for the purposes of extensions and improvements to the System or to retire. the Tease Obtitrations or Parity Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to the System. (e) Surplus Revcmfe. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created herein, to pay for extraordinary repairs or replacements to the System, or may be used to pay or prepay the Lease Obligations or pay or redeem Parity Obligations, any of them, or for any lawfid purpose. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business clay when the 10th shall not be a business day; and if in any month the money in the Revenue Fund is insufficient to deposit or transfer the required amount in any of the funds or accounts, the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. Section 2.6. Inve.mnents, All of the hinds provided by this Agreement may be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation or its equivalent successor, and the deposits in .which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one�linancial institution shall be continuously secured in compliance with the State Sinking Fund provided wider Chapter 12C of the Code of lova, 2015, as amended or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the dale on which the moneys are required for the paposes for which the fund was created or -g- L'reLwl"rt t�ersros otherwise as herein provided but in no event maturing in more than three years in the case of the Reserve Fund. The provisions of this Section shall not be construed to require the City to maintain separate bank accounts for the funds created by this Agreement; except the Sinking Fund and the Reserve Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. All income derived from such investments shall be deposited in the Revenue Fund and shall be regarded as revenues of the System. hivestments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the time fund was created. Section 2.7. Rernedies of Lessor. Except as herein expressly limited, the Lessor shall have and possess all the rights of action and remedies afforded by the common law, the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of the Lease and payment and performance ol'T,ease Obligations, and of the pledge of the revenues made under this Agreement, and of all covenants of the City under this Agreement. ARTICLE IIT GE\NERAL COVENANTS Section 3.I. Covenants Regarding the Operation ofthe SI'sten2. The City hereby covenants and agrees with the Lessor and each and every holder of Parity Obligations: (a) System. The City shall maintain in good condition and continuously and efficiently operate the facilities and maters comprising the System. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year, the Governing Body Nvill adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements and create reserves (as required) but not less than 135 percent of the principal and interest requirements of the Fiscal Year on Lease Obligations and parity Obligations. Except as provided in (f) below, no free use of the System by the City or any department, agency or instrumentality of the City shall be permitted except upon the determination of the Governing Body that the rates and charges otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. The City shall maintain insurance for the benefit of the Lessor on the insurable portions of the System of a kind and in an amount which normally would be carried by private companies engaged in a similar kind of business. The proceeds of any, insurance, except public liability insurance, shall be used to repair or replace the part -9- Execiinon Version or parts of the System damaged or destroyed, or if not so used shall be placed in the Revenue Fund. (d) Accounting cand Audits. The City shall cause to be kept proper books and accounts adapted to the System and in accordance with generally accepted accounting practices, and will diligently act to cause the books and accounts to be audited annually and reported upon not later than ISO days after the end of each Fiscal Year by an Independent Auditor and will provide copies of the audit report to the Lessor and holders of Parity Obligations upon request. The Lessor and holders of Parity Obligations shall have at all reasonable times the right to inspect the System and the records, accounts and data of the City relating thereto. (e) State Laws. The City shalll faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and shall segregate the revenues of the System and apply the revenues to the funds specified in this Agreement. (t) Property. The City shall not sell., lease, mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of' the Lease Obligations and Parity Obligations shall have been provided for in the manner provided in Section 4.2 hereof. provided, however, that this covenant shall not be construed to prevent the disposal by the City of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted. Nothing contained in this Agreement shall be construed to prevent the City from leasing to others or contracting with others for the operation of any of the facilities constituting a part of the System to the extent permitted by law, provided the portion of Net Revenues derived from any such leases or contracts, in combination with all other Net Revenues of the System, are found by the Governing Body to be not less than those required to be paid into the funds as provided in Section 2.5 hereof. Nothing contained in this Agreement shall be construed to prevent the City from disposing by lease, or as may be permitted by law, of the air rights above any of the parking facilities constituting a part of the System or of other portions thereof not useful or intended for the parking of vehicles, provided that the revenues from any such lease shall be treated as a part of the income and revenues of the System and shall be used and applied as provided in this Agreement, but no such contract or lease may result in a reduction of the aggregate Net Revenues of the System below the amounts necessary to be paid into the finds as provided in Section 2.5 hereof. Until satisfaction and discharge of all Lease Obligations shall have been provided for in the manner provided in this Agreement, no free service shall be afforded by such parking facilities, provided, that the Governing Body may, by resolution, authorize the -1 O- Eaecualon Version use of a designated portion of the parking facilities without charge, when: (1) the Governing Body has first affirmatively determined that such use will not cause the aggregate Net Revenues then to be derived from the balance of the System to be less than 125110 of the amounts required to be paid into the Sinking Fund during the then next succeeding Fiscal Year, and (2) if the facilities to be operated without charge produced over 15°4) of the gross revenues of the entire System in the then last preceding Fiscal Year, the finding by the Governing Body must be predicated upon and supported by a certificate executed by a nationally recognized parking facilities consultant employed for the purpose of examining the books and records pertinent to the System and certifying to the amount of revenues which will be derived from the balance of the System. Any of the parking facilities may be withdrawn from use at any time for the puipose of erecting multiple level parking structures, garages or other parking facilities thereon which are to be incorporated in and made a part of the Systean of the City, but no such facilities may be so withdrawn unless the Governing Body affirmatively finds that the Net Revenues to be derived from the operation of the remainder of the System, together with interest during the construction of the additional structure, will be no less than those required to be paid into the funds described in Section 2.5 hereof during the period of construction. (g) No Aelverse Effect ora Security, The City agrees that it will take no action in relation to its parking System which would unfavorably affect the security of the Lessor under the Lease and this Agreement, the Warranty Deed and the Trust Agreement or the prompt payment of the principal thereof and interest thereon, but nothing in this Agreement shall be construed to prohibit appropriate changes in the location of on -street parking meters made necessary by street widening, alterations or closings, nor prohibit substitution or chances in the location of on -street parking meters in order to provide necessary traffic regulation and control. (h) Fidelity Bond The City shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of fonds of the System. (i) Bu(tet. The Governing Body of the City shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses during the current and last preceding Fiscal Year. Copies of such budget and any amendments thereto shall be provided to the Lessor upon request. Section 3.2. Addiliwicd Covenants, h'ehrese)rtcatiorrs raid Uarronties of the City. The Citv certifies and covenants with the Lcssor that the City through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable: (b) comply with all representations, covenants and assurances contained in the Tax Exemption Certificate, which Tax Exemption Certificate shall constitute a part of the contract between the City and the Lessor: (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d) pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Lease; (e) file such tbrnns, statements and supporting E_eecti ion Vc-rsran documents as may be required and in a timely mariner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the City in such compliance. Section 3.3. Agrecmew a Contract The provisions of this Agreement shall constitute a contract between the City and the Lessor and for the benefit of the holder or holders of parity Obligations, and no amendment, modification, waiver, change, variation or alteration of any kind in the provisions of this Agreement, without the prior written consent of the Lessor (which may be withheld, conditioned or delayed in its sole discretion), shall be made in any manner, until such time as all of the Lease Obligations shall have been satisfied and discharged as provided in this 'Agreement. AR FICLE IV ISSUANCE OF PARFFV OBLIGATIONS; DISCHARGE AND SATISFACTION 5eeta0n 4.1. Prior Lien and Parity Obligations. The City shall issue no other notes, bonds, leases or obligations of any kind or nature payable from or enjoying a lion or claim on the property or revenues of the System having priority over the Lease or the Lease Obligations. Parity Obligations may= be issued on a parity and equality of rank with the Lease Obligations with respect to the lien and claim of such Parity Obligations to the revenues of the Sv_ stem and the money on deposit in the funds under this A. eement, for the Tolle vial- purposes and under the following conditions, but not otherwise: (a) For the purpose of refinancing or refunding the Lease or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refinancing or refunding obligation and for the paynnent of which there shall be insufficient money in the Sinking Fund and the Reserve Fund (if any); (b) For the purpose of refinancing or refunding the Lease, Parity Obligations or general obligation notes or making extensions, additions, improvements or replacements to the System, if all of the following conditions shall have been met: (i) before any such Parity Obligations ranking on a parity are issued, there will have been procured and filed with the City Clerk, a statement of an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the City, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year (with adj. ustments as hereinafter provided) were equal to at least 1.25 times the maximum amount that will be required in any Fiscal Year prior to the last Lease Payment under the Lease or the longest maturity under any Parity Obligations on all Lease Obligations and principal of and interest on all Parity Obligations then outstanding which are payable from the net earnings of the Systcm and the Parity Obligations then proposed to be issued. -12- F,xecWion Version For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid, the amount of the gross revenues for such year may be adjusted by an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the City, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Parity Obligations been in effect during all of such preceding Fiscal Year. (ii) The Parity Obligations must be payable as to principal and as to interest on the same month and day as the Tease Payments pursuant to the Lease. (iii) For the purposes of this Section, principal and interest falling clue on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. (iv) For the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) For purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available, but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of Parity Obligations. Section 4.2. Discharge and Satisfoction. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement may be fully discharged and satisfied with respect to the Lease Obligations in any one or more of the following ways: (a) By paying the Lease Obligations when the same shall become due and payable; and (b) By depositing in trust Nvith the Treasurer, or with a corporate trustee designated by the Croveraing Body, for the payment of the obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall he sufficient to retire at maturity, or by prepayment prior to maturity on a designated date upon which the obligations may be prepaid, all of such Lease Obligations outstanding at the time, together with the interest thereon to maturity or to the designated prepayment date, and premiums thereon, if any, that may be payable on the prepayment of the same; Provided that the Lessor has received a verification report by an independent certilied public accountant that, after such deposit, the amounts held in the escrow trust for the Lease Obligations together with the interest thereon will be sufficient to pay, as the same become due. the Lease Execution l'ersior� Obligations; provided further that proper notice of prepayment of all such obligations to be prepaid shall have been previously delivered or provisions shall have been made for such delivery. Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all payment liability of the City with respect to the Lease Obligations shall cease, detennine and be completely discharged, except for the obligation of the City to make payment out of the money or securities so deposited and the rights and interests of the Lessor for payment only from such money or securities so deposited. ARTICLE V MISCELLANTOuS Section 5,1. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Iowa. Section 5.2. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Agreement to be performed shall be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Agreement or of the pledge set forth herein; but the Lessor and the holders of Parity Obligations shall retain all the rights and benefits accorded to them under applicable provisions of law. Section 5.3, Notices. All notices, certificates or other communications under this Agreement shall be sufficiently given and shall be deemed given when delivered personally or by overnight courier or deposited in the United Stales mail in registered or certified form (return receipt requested) with postage fully prepaid addressed as follows: (i) it' to the City: City of Iowa City 410 E. Washington Street Iowa City, lowa 52240 Attention: City Manager Telephone: (319) 356-5010 E-mail: (ii) if to the initial Lessor: Capital One Public Funding, LLC 2'75 13roadhollow Road, 4th Floor Melville, New York 11747 Attention: Jonathan A. Lewis, President Telephone: (63 1 ) 531 2824 F -Mail: jonathan.lewis as capitalone.com -14- Eie�prir)n r,erslorl or to such other person or addresses as the respective parry hereafter designates in writing to the other. Section 5.4. Terin. This Agreement shall be effective on the date first written above and shall remain in effect until all Lease Obligations have been paid in full or discharged and satisfied in the manner provided in Section 4.2 hereof'. Section 5.5. Certain Inconsistent Provisions of Master Lease Purchase Agreemew. Notwithstanding anything in Section 5.2 of the Master Lease Purchase Agreement to the contrary, the terms of this Agreement are untended, and shall be construed, to supersede and replace conflicting provisions of Section 5.2 of the Master Lease Purchase ALreement from and after the Commencement Date. -15- Lyeculion D'er-sion IN WITNESS WIJEREOF, City of IOWA City, Iowa has caused this Pledge and Security Agreement to be executed by its Mayor and its official seal to be hereunto affixed and attested by its City Clerk, all as of the date first written above. C iTv OF IOWA CITY, 101VA By; Name: Tide: Mayor [SEAL.] A TEsr: Name: Title: City Clerk Accepted and Agreed to as of the dale first above written. CAPITAL ONE PUBLIC PUNDNG, LLC, as Lessor By: Name: Title: Signature Page io Pledge and Security .Agreernent Execiawn Version E%1HR1T A DESCRIPTION OF LEASE PURCHASE IMPROVEMENTS [To be provided by Cite in connection with Commencement Date] FXBC tion Version EXHIBIT D TRUSTEE AGREEMENT (SECTION 1(M)) TRUST AGREEMENT Dated as of .20 by and among BANRERs TRUST CONIPASY. as Trustee. CAPITAL ONE PUBLIC FUNDING, LLC, as Lessor, and CITY oP IOWA CITY, IOWA. as Lessee Re: Master Lease Purchase Agreement dated as of , 2015, as modified by the terms of the Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated as of 12015 F_xecvtiora Version TABLE OF CON'CESCS PAGE ARTICLL1 DEFINtrIONS.......................................................................................................2 Section 1.01. Definitions, ... Section 1.02. Lessor Request..............................................................................................5 ARTICLE 11 CREATION Ol TRUST...........................................................................................5 Section 2.01. Creation of Trust Appointment of the Trustee; Duties of the frustce....................................................................................................5 Section 2.02. Acceptance by Trustee., ............ ...................... .......... _ .................. ......... -7 Ail I'ICI.F. 111 CON i ROL AFTER LEASE TI'.R1Nt1NATION EVENT ..................................................7 Section 3.01. Control by Lessor.........................................................................................7 ARTICLE1V THE TRUSTE.R......................................................................................................8 Section 4.01. Certain Duties and Responsibilities.............................................................8 Section 4.02. Certain Rights of Trustee... ..................................................................... I .... 9 Section 4.03. Not Responsible for Recitals or Lease. ...................................................... 10 Section 4.04. Money Held in Trust..................................................................................10 Section 4.05. Corporate Trustee Required; Eligibility.....................................................10 Section 4.06. Resignation and Removal; Appointment of Successor..............................10 Section 4.07. Acceptance of Appointment by Successor................................................11 Section 4.08. Merger, Conversion, Consolidation or Succession to Business...............................................................................................11 Section 4.09. Representations and Warranties of Trustee ............................................... t 1 Section4.10. Trustee's Liens...........................................................................................12 ARTICLE V ADMINISTRATIVE RESPONSIBILITIES OF THE TRUSTEE ...................................... 13 Section 5.01. Notice of Event of Default.........................................................................13 AR'I7C.LE VI TERMINATION OF AGREEMENT......................................................................... 13 Section 6.01. Termination of the Agreement, .................................................................. 13 ARTICLE VII MISCELLANEOUS PROVISIONS..........................................................................13 Section 7.01. Successors and Assigns..............................................................................13 Section7.02. Notices.......................................................................................................14 Section 7.03, Governing Law..........................................................................................14 Section 7.04. Severability of Provisions..........................................................................15 Section 7.05. F,ffect of Headings and Table of Contents..............................:..................15 Section7.06. Counterparts.......:.......................................................................................15 -i- Execution Version Section 7.07. Further Assurances.....................................................................................15 Section 7.08. Amendments and Modifications..,,,, .......................................................... 15 Section7.09. Patriot Act..................................................................................................15 EXHIBIT A — Form ofFinal Rlarranty Decd ii- Exmllior7 Persian TREs'r AGREEMENT THIS TRUST AGREEMENT (this `;9greement") is made and dated as of _, 20 by and among BANKERS TRUST COMPANY, a state banking corporation organized under the laws of the State of Iowa, as Trustee (in such capacity, together with its successors and assigns, the "Trustee"), CAPITAL ONE PUBLIC FUNDING, LLC, a New York limited liability company, as lessor under the Lease described herein (together with its successors and permitted assigns, the `Lessor"), and the CITY OF IOWA CITY, a duly organized political subdivision of the State of Iowa (the "City'). WITNESSETI I; WHEREAS, capitalized terms used in these Recitals shall have the respective meanings provided in Section 1.01 below; and WHEREAS, the City has contracted for the design, acquisition and construction of the Lease Purchase Improvements pursuant to the Lease, which Lease Purchase Improvements have been accepted by the City for purposes of the Lease and leased to the City for the Lease Term as therein provided; and WHEREAS, pursuant to the Agreement Regarding Assignment and the Assignment Instrument the Lessor has accepted and purchased all of the Original Lessor's right, title and interest in and to the Leased Property Rights (among other rights) and, in that connection, desires the Trustee to accept title to and hold the Leased Property Rights in trust for the benefit of the Lessor and the City and perform certain duties and obligations under the Lease with respect to the Leased Property Rights as provided in this Agreement; and WHEREAS, the Trustee has agreed to acquire (as provided in this Agreement) legal title to the Lease Purchase Improvements from the Original Lessor on the Commencement Date pursuant to the Warranty Deed and, on the terms and conditions set forth herein, will hold legal title to the Lease Purchase Improvements and other Leased Property Rights in trust for the benefit of the Lessor and the City during the Lease Term and thereafter for the purpose of either (a) exercising at Lessor's direction certain rights and remedies after the occurrence of a Lease Termination Event; or (b) conveying the Lease Purchase Improvements to the City pursuant to Sections 2.2(d), 4.3, 7.1 and 10.4 of the Lease upon payment or prepayment (including provision for such payment or prepayment) by the City in full otall amounts payable under the Lease. Now, THEREFORE, in consideration of the mutual benefit to be provided hereby and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: Execution Vsrsdon ARTICLE I DEFINITIONS Seclion 1.01. Demlions, For all proposes of this Agreement, except as otherwise expressly provided or Unless the context otherwise requires: (a) the terms used in this Agreement that are defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all references in this Agreement to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions or this Agreement; and (c) the words "herein," hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. "Atter Payment Terini�nation talue" means the sum to be paid by the City pursuant to Article X of the Lease to prepay the principal component of Lease Payments, including any accrued interest thereon and any prepayment premium applicable thereto, in accordance with the Lease (including revised Exhibit B thereto). "Agreement" means this Trust .Agreement, dated as of , 20_, among the Lessor, the City and the I rustec, as modified, amended or supplemented in accordance with its terms. Ageernerat Regarding Assignment" means that certain Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated as of , 2015, among the Original Lessor (as assignor), the Assignee, the City and the Trustee, as modified, amended or supplemented in accordance with its terms. ' Assignee" means Capital One Public Funding, LLC, and its successors and any assignee permitted under Section I3(b) of the Agreement Regarding Assignment, when acting in its capacity as assignee Under the Agreement Regarding Assignment and the Assignment Instrument. Ls.�igrainenl h7s7rivnenl" means that certain Assigmnent and Delegation Agreement dated as of 20 , among the Original Lessor (as assignor), the Assignee, the City and the Trustee. "Ci{y" means the City of lo%wa City, State of Iowa. "Di.sposilion Proceeds " means the proceeds realized by the Lessor (or the Trustee on behalf of the Lessor) from the sale, lease or other disposition of the Lease Purchase Execietion Version Improvements pursuant to Section 12.2(c) of the Lease after the occurrence of a Lease Termination Event. ''Commencement Date" means the date of acceptance of possession by the City of the Lease Purchase Improvements under Section 3.3 of the Master Lease Purchase Agreement, as evidenced by delivery by the City of the Acceptance Certificate as defined and provided in the Agreement Regarding Assignment. "Final GVarranty Deed" means that certain corporate/business entity warranty deed, the form of which is attached hereto as Exhibit A, by which the Trustee transfers to the City legal title in the Lease Purchase improvements pursuant to Section 4.3 of the Master Lease Purchase Agreement as provided in Section 2.01(b)(ii) or 2.01(b)(iii) hereof, as applicable. "Lease" means the Master Lease Purchase Agreement, as amended, modified and supplemented for the purpose of financing by the terns of the Agreement Regarding Assignment, and as further modified, amended or supplemented in accordance with the Master Lease Purchase Agreement. "Lease Poyments" means the payments (consisting of principal and interest components) due from the City to the Lessor pursuant to the Lease that are payable on the dates and in the amounts provided in revised Exhibit B to the Lease that has been approved by joint memorandum of the City and the Lessor in accordance with the Lease. "Leased Property Rights" means, collectively, (a) the legal title to the Lease Purchase Improvements as provided in Section 7.1 of the Master Lease Purchase Agreement, including full and unencumbered legal title after the occurrence of a Lease Termination Event, and (b) the right to take such action and exercise such rights and remedies under Sections 12.2(c) and 12.2(d) of the Lease, in each case with respect to the property described in clause (a) of this definition, after the occurrence of the Lease 'Termination Event. "Lease Purchase Improvements" means the parking ramp condominium unit described in the Final Warranty Deed and commonly known as the Harrison Street Parking Facility that has been designed, acquired and constructed, and possession of which has been accepted by the City, all in accordance with the Master Lease Purchase Agreement. "Lease Terris" means the period commencing on the Commencement Date and ending on the date the last Lease Payment is due and payable, subject to earlier termination as provided in the Lease. 'Lease Termination Event" means termination of the Lease by the Lessor pursuant to Section 12.2(c) thereof after the occurrence of an Event of Default by the City under Section 12.1 of the Lease. "Lessor" means Capital One Public Funding, LLC, and its successors and permitted assigns, when acting in its capacity as Lessor under the Lease by assignment from the Original 3- ElBclafon Version Lessor pursuant to the Agreement Regarding Assignment and the Assignment Instrument or by subsequent assignment or assignments pursuant to Section 10(a) of the Agreement Regarding Assignment. "plaster Lease Prerchase Agreement" means that certain Master Lease Purchase Agreement dated as of'_,2015, between the City and the Original Lessor, with respect to the design, acquisition and constriction of the Lease Purchase Improvements, Original Lessor" means A & M Development II, L.L.C., an Iowa limited liability company, in its capacity as Lessor under the Tease from the date of its execution and delivery up to the effectiveness of the assignment and transfer under the Assignment Instrument on the Commencement Date. "Person " means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Responsible Officer" means the chairman or vice-chairman of the board of directors or trustees, the chairman or vice-chairman of the executive or standing committee of the board of directors or trustees, the president, the chairman of the committee on trust matters, any vice-president. any second or assistant vice-president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the comptroller and any assistant comptroller of the 'trustee; or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whorn such matter is referred because of his or her knowledge of and familiarity with the particular subject. "Trustee" means Bankers Trust Company, Des Moines, Iowa, in its capacity as trustee Wider the 'rust Agreement, and its successors as provided in this Agreement. "Trustee Documents " means this Agreement, the Agreement Regarding Assignment and the Assignment Instrument. "Trzist Property" means, collectively, (a) the Leased Property Rights; (b) the Disposition Proceeds; ('c) any and all moneys received or recovered by the 'trustee through the exercise of rights and remedies under Section 12.2(d) with respect to the Leased Property Rights after the occurrence of a Lease Termination Lvent; and (d) all proceeds of any of the foregoing. "Warranty Deed" means that certain corporate/business entity warranty deed, the form of which is attached to the Agreement Regarding Assignment as Exhibit E, by which the Original Lessor transfers to the Trustee legal title in the Lease Purchase Improvements to be held in trust by the Trustee for the benefit of the Lessor and the City as provided in this Agreement. -4- Lxecvlion Version Section 1. 02. Lessor Request. Upon any application or request by the Lessor to the Trustee to take any action under the Lease with respect to the Leased Property Rights and permitted to be taken under the terms of this Agreement, the Lessor shall furnish to the Trustee Lin instrument in writing (a 'Redue.st") describing the action that the Lessor requests the Trustee to lake. "the Trustee shall be entitled to rely on the genuineness of such Request as set forth in Section 4.02. ARTICIT 11 CREATION OF T'Rtfs,r Section 2.01. Creation of Trusi, ,appointtnent of the Trustee; Duties of the 'Trustee. (a) The Lessor hereby irrevocably appoints and authorizes the Trustee to act as Trustee on behalf of the Lessor with respect to the Trust Property on the terms and conditions provided in this Agreement, and the Trustee hereby accepts such appointment. The Trustee agrees that it shall hold the Trust Property in trust for the Lessor and for the City (solely for purposes of subsections (ii), (iii), (v) and (viii) of Section 2.01(b) hereof) and will deal with, and make payments with respect to, the Trust Property on the terms and subject to the conditions set out in this Agreement. The 'trustee shall have no power to create, assume or incur indebtedness or other liabilities with respect to the Trust Property and shall not create, incur, assume or, to the extent within its control, suffer to exist ant' lien upon or with respect to the Trust Property. (b) In connection with the ''rust Property and the duties and obligations assumed by the Trustee pursuant to the Assignment Instrument and subject to the limitations contained in this Trust Agreement, the Trustee shall: (i) accept and hold title to the Lessor's interest in the Lease Purchase hnprovements and hold the Warranty Deed, which is an instrument in its possession, on behalf and for the benefit of the Lessor and the City (solely for purposes of subsections (ii;), (iii), (v;) and (viii) of this subsection (b)); (ii) convey the Lease Purchase Improvements to the City by delivery to the City of the Warranty Deed, free and clear of all liens and encumbrances as set forth in Section 4.3 of the Lease. upon the City's purchase of the Lessor's interest in the Lease Purchase Improvements pursuant to Article X of the Lease and as provided in Sections 2.2(d), 4.2(a), 7.1 and 10.4 of the Lease, subject, however, to subsections (d) and (e) of this Section 2.01; (iii) if not previously conveyed pursuant to clause (ii) above, convey the Lease Purchase Improvements to the City by delivery to the City of the Warranty Deed, free and clear of all liens and encumbrances as set lorth in Section 4.3 of the Lease, upon [lie City's payment of the aggregate Lease Payments and the expiration of the lease Term as stated in Section 4.1 of the Tease and as provided in Sections 2.2(d), 4.2(c), 7.1 and 10.4 of the Lease, subieci, however, to subsections (d) and (e) of this Section 2.01; -5- Cxeauaon Version (iv) on behalf of' and solely at the direction of the Lessor, exercise the rights and remedies provided in Sections 12.2(c) and 12.2(d) of the Lease after the occurrence of the Lease Termination Event (v) during the Lease Term and together with the Lessor, lease the Lease Purchase Improvements to the City pursuant to Section 3.4 ofthe Lease and comply with the covenant of quiet use and enjoyment by the City of the Lease Purchase Improvements pursuant to Section 3.5 o f the Lease, except after the occurrence of the Lease Termination Fvent; (vi) accept surrender of the Lease Purchase Improvements for and on behalf of the Lessor as provided in Section 12.3 of the Lease after the occurrence of the Lease Termination Event, subject to the Trustee's rights in accordance with Section 3.01(c). 4.01(c)(iv) and 4.02(e) hereof and subject to the right of the Lessor to direct the Trustee to convey the Lease Purchase Improvements to the Lessor for the purpose of pursuing remedies under the Lease; (vii) collect, receive and hold any Disposition Proceeds realized in connection with the exercise of remedies after the occurrence of the Lease Termination Event; (viii) as directed by the Lessor, remit to the Lessor by wire transfer in immediately available funds any Disposition Proceeds received under clause (vii) above to such account at such bank as the Lessor may from time to time direct in writing to the Trustee to be applied by the Lessor to payment of Lease Payments and other amounts then due and unpaid under the Lease; provided, however, that Disposition Proceeds in excess of the After Payment Termination Value, less the reasonable costs of the sale, lease or other disposition of the Lease Purchase Improvements, shall be paid to the City in accordance with Section 12.2(c) of the Lease; and (ix) take such other action as the Trustee shall be directed by the Lessor as set forth herein and appropriate to carry out the foregoing and to effect the purposes of this Agreement. (c) In connection with the execution and delivery of the Assignment Instrument, the Warranty Deed shall be delivered to and deposited with the Trustee and the Trustee shall hold the same for the benefit of the Lessor and the City on the terms and conditions provided in this Agreement. (d) In connection with the performance of its duties under subsections (b)(ii) and (b)(iii) of this Section 2.01, the Trustee's duty (on behalf of the lessor) under Section 4.3(c) of the Lease to deliver an Abstract o£ Title and the Final Warranty Deed at the time, and in form and content, required by such Section4.3(c) of' the Lease shall be performed by the Trustee solely at the written direction and expense oh the City. the City hereby agrees (i) to deliver written notice to the Trustee regarding the requirement for delivery of an Abstract of Title at least ninety (90) days prior to the date on which the Trustee is to provide such Abstract of Title to the City pursuant to Section 4.3(v) of the Lease; and (ii) to pay to the Trustee or other Persons -6- F,vflctrtiorr Ver:eirr7 entitled thereto such expenses related to the dclivery of such Abstract of Title and the Final Warranty Dced from funds then legally available and appropriated for such propose. (c) Subsections (b)(ii) and (b)(iii) of this Section 2.01 shall terminate and no longer be in effect from and after the occurrence of the Lease Termination Event. (f) Notwithstanding anything in this Agreement to the contrary, the Trustee shall have no right, interest, duty or obligation under the "Pruslee Documents to receive or collect any Lease Payments. After Payment Termination Value or any other amounts payable under the Lease except Disposition Proceeds. i'1ny amounts received by the Trustee in respect of amounts due and payable under the Lease, other than Disposition Proceeds, shall be held by the Trustee in trust for the Lessor. TTte Trustee shall promptly remit to the Lessor (without liability for interest) by wire transfer in immediately available funds any such amounts to such account at such bank as the Lessor may from time to time direct in writing to the Trustee. (g) Nokvithstanding anything in this Agreement to the contrarv, the Trustee shall have no right, interest, duty or obligation under the Trustee Documents to exercise any rights or remedies of the Le5s47r under the Lease upon the occurrence of an Event of Default by the City under Section 12.1 of the Lease prior to the occurrence of the Lease Termination Event. Prior to any such Lease Termination Event, the right to exercise any rights or remedies of the Lessor under the Lease upon the occurrence of an Event of Default by the City (including termination of the Lease under Section 12.2(c) thereof) shall be and remain solely with the Lessor. Sec0on2,02:1cce71lcr1jcc br Iri(siee. The Trustee, upon the execution and delivery of this ,Agneemcnt, acknowledges its acceptance of the Trust Property and declares that the Trustee holds and will hold such frust Property, liar the benefit of the Lessor and the City. upon the trusts herein set forth. ARTICLE III CONTROL. AFTER LEASE TERMINATION FNENT Section x.01 Cowrol hi: Lessor. The Lessor shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee after the occurrence of the Lease "termination Event, or exercising any trust or power conferred on the 'Irtrelee under this Agreement after the occunterice of the Lease Termination Event, including any right of the 'trustee as holder of the Lease Property Rights, provided that: (a) such direction shall not be in conflict Nvilh any rule of law or with this Agreement and would not involve the Trustcc in personal liability or expense, (b) the 'trustee may, but shall not be obligated to, take any other action deemed proper by the Trustee which is not inconsistent with such direction and -7- Execution VCYSlOY4 (c) the Trustee shall have received reasonably satisfactory indemnity for the reasonable fees, costs, expenses and liability associated with any such action as the Trustee mac reasonably require. If the Trustee shall not have received instructions or a direction from the Lessor with respect to the exercise of any remedy available to the 'Trustee or the exercise of any bust or power conferred on the Trustee under this Agreement within twenty-one (21) business days after request therefor from the Trustee, the Trustee shall, subject to instructions thereafter delivered by the Lessor, use the same degree of care and skill in connection therewith as a prudent person NN ould use under the circumstances in the conduct of its own affairs. ARTICLE tV THE TRUSTEE Section =4.01. Certain Duties and Responsibilities. (a) The Trustee undertakes (i) prior to the occurrence of a Lease Termination Event that is actually known to the 'Trustee, to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee; and (ii) after the occurrence of a Lease Termination Event that is actually known to the Trustee, to exercise such of the rights and powers as are vested in it by this Agreement at the written direction of the Lessor, and to use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. ('b) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Ab eement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement; provided, hoivever, that the Trustee shall not be responsible for the accuracy or content of any such certificate or opinion. ("c) No provision of this Agreement shall he construed to relieve the "trustee from liability for its own negligent action. its own negligent failure to act, its material breach of this Agreement or its own willful misconduct. except that: (i) this Section 4.01(c) shall not be Construed to limit the effect of Section 4.01(a): (ii) the Trustee shall not be liable for any error of judgment made in mood faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; Q Exec a?itwn Persian (iii) the Trustee shalt not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Lessor with which the Trustee is required by the provisions hereof to comply; (iv) if a Lease Termination Event shall have occurred, the Trustee shall not be under any obligation to take any action under this Agreement which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it by the security afforded to it by the terms of this Agreement, unless and until requested in writing so to do by the Lessor and furnished, from time to time as it may require, with reasonable security and indemnity; and (v) if a Lease Termination Event shall have occurred, whenever it is provided in this Agreement that the Trustee consent to any act or omission by any Person or that the Trustee exercise its discretion in any mantes, the Trustee shall seek the written acquiescence ofthe Lessor and, unless written evidence of such acquiescence has been received by the Trustee. it shalt be fully justified in refusing so to consent or so to exercise its discretion. (d) Whether or not herein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Seerion 4.02. Certain Rights of Trarslee. Except as otherwise provided in Section 4.01 (a) the Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, Request, direction, consent, order, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the administration of this Ae eement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its pant, rely upon a written direction of the Lessor; (c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the written request or written direction of the Lessor pursuant to this Agreement, unless the Trustee shall have been offered reasonable security or indemnity against (lie cost, expenses and liabilities which might be incurred by it in compliance- with such request or direction, and the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty; and (d) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, Request, direction, consent, order, bond or other paper or document. -q- Exeevtion Version Section 4.0.3. y%ot Responsible for Recitals or Lease. The recitals contained herein shall not be taken as the statements of the Trustee, and the Trustee assures no responsibility for their correctness. Subject to Section 4.09, the Trustee makes no representations as to the validity or sufficiency of this Agreement, the Lease, the Warranty Deed, the Pinal Warranty Deed or the Assignment Instrument, except that the Trustee hereby represents and warrants that this Agreement has been executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf. The Trustee shall at no time have any responsibility or liability for or with respect to the legality. validity and enforceability of the Lease or the validity of its title to the Lease Purchase Improvements, including, %vithout limitation, the existence, condition and ownership of the Lease Purchase Improvements; the existence and enforceability of any insurance thereon; the performance or enforcement of the Lease; the compliance by any other Person with any warranty or representation made under the Lease or in any related document or the accuracy of any such warranty or representation; or any action by the Trustee taken at the written instruction of the Lessor. Section 4.04, Mono. held in Trost. Money held by the Trustee in trust hereunder shall be segregated from other funds except to the extent required by law. All moneys received by the Trustee with respect to the Trust Property shall be deposited and held in trust for the benefit of the Lessor and the City (solely for the purpose of Section 2.01(b)(viii) hereof). Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Lessor and, to the extent provided herein, the City. Section 4.05. Corporate Ti-a7stee Regvired; Eligibility. There shall at all times be a Trustee hereunder which shall be an institution organized and doing business under the laws of the united States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 550,000,000 (or the obligations and liabilities of which are irrevocably and unconditionally guaranteed by an affiliated Person having a combined capital and surplus of at least $50,000,000), and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. if' at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 4.06. Re6i,r7tition avid Removal; .Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 4.07 hereof. (b) The Trustee may resign at any time by giving written notice thereof to the Lessor and the City. If an instrument of acceptance by a successor trustee shall not have been delivered -10- Exeautron Version to the Lessor and the City within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (c) The Trustee may be removed at any time by the Lessor with the prior written consent of (lie City. Such act shall specily the date when such removal shall take effect, but in no event shalt the date of such removal be sooner than thirty (30) days following written notice to the Trustee and the City. (d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any reason, the Lessor shall promptly appoint a successor trustee with the prior written consent of the City. The successor trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee hereunder. Seclimn 4 0?. Acceptance of .4171)ointment by Successor. Every successor trustee appointed hereunder Shull exccutc. acknowledge and deliver to the Lessor and the City and to the retiring Trustee an instrument accepting such appointment and agreeing to be bound by the terms of this Agreement, and thereupon the resignation or removal of the retiring "trustee shall become effective and such successor trustee, without any Further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the successor trustee and at its expense, such retiring Trustee shall execute and deliver an instrument transferring to such successor trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring 'I rustee hereunder. Upon request of any such successor trustee and at the successor trustees expense, the retiring Trustee and such successor trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor trustee all such rights, powers and trusts. No successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligible under this Article. Section 4.08. Merger, Conversion, Consolidation or Sarccession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the "Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. Section 4.09. Representations and YVarranfies of Trustee. The Trustee hereby represents and warrants that: (a) the Trustee is a state banking corporation organized and existing under the laws of the State of Iowa; Execution Versf?n (b) the Trustee has full power, authority and legal right under the laws of the State of Iowa to execute, deliver, and perform each of the Trustee Documents and has taken all necessary action to authorize the execution, delivery, and performance by it of each of the Trustee Documents; (c) the execution, delivery and performance by the Trustee of each of the Trustee Documents will not contravene any law, rule or regulation of the State of Iowa or any judgment or order applicable to or binding on the Trustee and will not contravene or result in any breach of, or constitute a default under_, the Trustee's articles of incorporation or by-laws or the provision of any indenture, mortgage, contract or other agreement to which it is a party or by which it or any of its properties is bound; (d) the execution, delivery and performance by the Trustee of' the Trustee Docrunents will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of; any United States or state governmental authority or agency regulating the banking and trust activities of the Trustee; and (e) the Trustee Documents have each been duly executed and delivered by the Trustee and constitute the legal, valid, and binding agreements of the Trustee, enforceable in accordance with their respective terms, provided that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of' equity. !SCLW072 -1 10. Trustee's Liens. The Trustee, in its individual capacity, agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, deed to secure debt, pledge, lien, charge, encumbrance, security interest or claim (" Trustee's Liens ") on or with respect to the Tease Purchase Improvements which is either (a) attributable to the Trustee in its individual capacity Lind which is unrelated to the transactions contemplated by this Agreement and the other Trustee Documents, or (b) which is attributable to the Trustee as trustee hereunder or in its individual capacity and which arise out of acts or omissions of or by the Trustee which are prohibited by this Agreement. -12- EsecuNon I%crsion ARTICLE V ADMIN I STILATIVE RESPONSIBIL11 IES OF THE TRUSTEE Section -5.01, Notice of Event of Default. In the event the Trustee shall have actual knowledge of an Event of Default by the City under Section 12.1 of the Lease, as promptly as practicable after, and in any event within three (3) business days alter the Trustee's actual knowledge of the occurrence of any such Event of Default, the Trustee shall provide written notice ol'such event to the Lessor. For all purposes of this Agreement, in the absence of actual knowledge on the part of a Responsible Officer, the Trustee shalll not be deemed to have knowledge of any Event of Default by the City under Section 12.1 of the Lease unless notified in uniting by the City or the Lessor. ARTICLE V1 TERMINATION OF AGREEMENT Section 6.01. Ter�rninution of the Agreement. The obligations and responsibilities of the Trustee created hereby shall terminate and be of no further force or effect upon the earliest of (a) conveyance of the Lease Purchase Improvements to the City pursuant to Section 2.01(b)(H) hereof. (b) conveyance of the Lease Purchase Improvements to the City pursuant to Section 2.01(b)(iii) hereof (c) conveyance of the Lease Purchase Improvements to the Lessor at its direction pursuant to Section 2.01(b)(vi); or (d) payment to the Lessor of all Disposition Proceeds and any other amounts required to be remitted to the Lessor pursuant to this Agreement and payment of all out-of-pocket and other expenses incurred by the Trustee in connection with the administration of the Lease after the occw-rence of a Lease Termination Event. ARTICLE V11 NIISCELL.ANEOUS PROVISIONS Sectzon ".OI. Successors and Assigns. This Agreement shall be binding on the Trustee, the Lessor and the City and their respective successors and permitted assignees and shall inure to the benefit of the Trustee, the Lessor and the City and their respective successors and pennitted assignees. adithout limiting the foregoing, the rights and obligations of the Lessor under this Agreement shall be assigned automatically. without the need for the execution of any document or any other action. to, and lire term "Lessor" as used in this Agreement shall include, any permitted assignee upon subsequent assignment or assignments pursuant to Section 10(a) of the Agreement Regarding Assignment, and any such permitted assignee shall automatically become a party to this Agreement. 13 - Execution kzrsion Section 7.02. N'onces. All notices and other communications provided for under this Agreement shall be sufficiently given and shall be deemed given when delivered personally or by overnight courier- or deposited in the United States mail in registered or certified form (return receipt requested) with postage fully prepaid addressed as follows: (a) if to the Trustee, to: Bankers Trust Company 453 7th Street Des Moines, Iowa 50300 Attention: Institutional Trust Services Telephone: (515) 245-5283 Fax: (515) 247-2107 E-mail: nrbarr(car bankerstrust.com (b) ifto the initial Lessor: Capital One Public Funding, LLC 275 Broadhollow Road, 4th Floor Melville, New York 11747 Attention: Jonathan A. Lewis, President Telephone: (631) 531-2824 E-mail: jonathan.lewis�;capitalone.com (c) i f to the City: City of Iowa City 410 E. Washington Street Iowa City, Iowa 52240 Attention: City Manager Telephone: Facsimile: E-mail: Unless otherwise stated herein, all such notices and communications shall be effective (i) if sent by courier, when delivered by hand on the day of delivery or (ii) if faxed or e-mailed, when received (provided such receipt is (A) verified by a telephone call to the recipient or (B) confirmed by a transmission report evidencing successful transmission). Section 7.03, Governing Law. This Agreement has been delivered in the State of Iowa and shall be construed in accordance with the laws of the State of Iowa and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflicts of law provisions applied in the State of Iowa. 14 - Execution Version Sectzorj 7.04. Severability of Provisions. If any one or more of the covenants, at, recinents, provisions, or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements., provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 7.05. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 706. CounterTarls. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Section 7.07. Fa+ether _lss2 raraces. Each party hereto shall execute and deliver such other documents and instruments, in form and substance reasonably satisfactory to the other parties hereto, and shall take such other action, in each case as any other party hereto may reasonably have requested, to effectuate and carry out the provisions of this Agreement, including, by recording or filing in such places as the requesting party may deem desirable, this Agreement or such other documents or instruments. S"ection 1.O��. 4men(ha7ents and Modifications, This Agreement may be amended or modified only by written document authorized, executed and delivered by the Trustee, the City and the Lessor. Secdion'.09. Patriot Act. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that indentifics each person who opens an account. For a non -individual person such as a business entity, a charity, a trust, or other legal entity; the Trustee may ask for documentation to verify its formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant information. [Xerrraittder of Page Intentionally Left Blank] -15- Execution Version IN WITNESS WHEREOF, the undersigned have caused this Trust Agreemcnt to be executed by their respective duly authorized representatives as of the day and year first above written. BANKERS TRUST COMPANY, as "Trustee By: Name: Title: CAPITAL ONE PUBI.tc FUNDING, LLC, as Lessor By: Name: Title: CrrY OF IOWA CITY, IowA, as Lessee By: Name: Title: Signature Page to Trust Agreement ExHrsIT A FORM OF FINAL WARRANTY DEED WARRANTY DEED (CORPORATErBUSINESS ENTITY GRAN TOR) THE IOWA STATE BAR ASSOCIATION Official Form No. 335 Recorder's Cover Sheet Preparer Information: (name, address and phone number) Jason L. Comisky (AT0009445), 100 Court Avenue, Suite 600, Des Moines, IA 50309 (515)243-7611 Taxpayer Information: (name and complete address) City of Iowa City, IoNFa Return Document To: ('name and complete address) .Jason L. Comisky, 100 Court Avenue, Suite 600, Des Moines, IA 50309 Grantors: Bankers Trust Company, Trustee Grantees: City ofiowa City, Iowa Legal Description: See Page 2 Document or instrument number of previously recorded documents: " 1 Ahlers & Cooney Draft 6110'1 J Warranty Deed (Corporate/Business Entity Grantor) For the consideration of Ten Dollars ($10.00) and other valuable consideration, Bankers Trust Company, a stale banking corporation organized under the laws of the state of Iowa, as Trustee of that certain Trust Agreement dated as of 2015, by and among Bankers Trust Company, Capital One Public Funding_ LLC, a New York limited liability company, and the City of Iowa City, a duly organized political subdivision of the Slate oflowa, does hereby convey to the City of Iowa City, Iowa the following described real estate in Johnson County, Iowa: /inserl Condo unit legal deseriplion for parking rampl The grantor hereby covenants with grantees, and successors in interest. that it holds the real estate by title in fee simple; that it has good and lawful authority, to sell and convev the real estate; that the real estate is free and clear of all liens and encumbrances, except as may be above stated; and it covenants to Warrant and Defend the real estate against the lawful claims of all persons, except as may be above stated. Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, according to the context. Dated: Bankers Trust Company, a state banking corporation organized under the laws of the state of Iowa, as Trustee of that certain Trust Agreement dated as of 2015 By. Name: Title: STATE OP IMVA, COUNTY OF JOHNSON This record was acknowledged before me this 20 . by Trust Company. 41119819 -1110714 -LIS Alders & Cooney Deajt 6110/1 as day of Signature of Notary Public of Bankers EXHIBIT L CORPORATF.IBUSINFSS ENTITY WARRANTY Dl -M (SECTION 6(B)) WARRANTY DEED (CORPORATE/BLJSINESS ENTITY GRANTOR) ITIE TOWA STMT BAR ASSOCIATION Official Form No. 335 Recorder's Cover Sheet Prepare- Information: ("name, address and phone number) Jason L. Comisky (AT0009445), 100 Court Avenue, Suite 600. Des Moines, IA 50309 (515) 2=43-7611 Taxpayer Information: (name and complete address) Bankers Trust Company, Trustee Return Document To: (name and complete address) Jason L. Comisky, 100 Court Avenue, Suite 600, Des Moines, 1A 50309 Grantors: A d M Development Il, L.L.C. Grantees: Bankers Frust Company, "Trustee Legal Description: Sec Pale 2 DOenment or instrument number of previously recorded documents: Execution Version Warranty Deed (Corporate/Business Entity Grantor) For the consideration of Ten Dollars ($10.00) and other valuable consideration. A & M Development II, L.L.C., a limited liability company organized and existing under the laws of the slate of Iowa does hereby convey to Bankers Trust Company, as Trustee under that certain Trust Agreement dated 1 2015 the following described real estate in Johnson County, Iowa: /insert condo unit legal description for parhr'ng rarrap] I'hc grantor hereby covenants with grantees. and successors in interest, that it holds the real estate by title in fee simple; that it has good and km fill authority to sell and convey the real estate; that the reall estate is free and clear of all liens and encumbrances, except as may be above stated; and it covenants to Warrant and Defend the real estate against the lawful claims of all persons, except as may be above stated. Words and phrases herein, including acknowledgment hercol; shall be construed as in the singular or plural number, according to the context. Dated: A & M Development II, L.L..C., an Iowa limited liability company BY: Name: Title: STATE OF IONVA, COUNTY OF JOHNSON this record was acknovdedged before me this day of 20 by as ofA&M Development Il, L.L.C. Signature of Notary Public 01113640-I'M714-114 Exccution Version EXHIBIT F OPINION OFCOUNSEL VSEL (SEC'T'ION 6(NI)) CITY LETTERHEAD IIERE 2017 Capital One Public Funding, LLC 275 Broadhollow Road, 4`t' Floor Melville, New York 11747 Bankers Trust Company 453 7" St. Des Moines, Iowa 50304 Ladies and Gentlemen: We have examined a certified transcript of the acts of the City Council of the City of Iowa City, State of Iowa (the "City"), with respect to the fallowing: a. Master Lease Purchase Agreement dated as of June _, 2015, between the City and A & M Development 1I, L.L.C. (the "Developer"), as amended, modified and supplemented for the purpose of financing by the terms of the Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated as of June _, 2015 among the City, the Developer, Capital One Public Funding, LLC ("COPF"), and Bankers Trust Company ("Bankers Trust"). b. Assignment and Delegation Agreement dated 201[6/7] among the City, the Developer, COPF and Bankers Trust c. Pledge and Security Agreement dated as of 201 [6/7] from the City for the benefit of the Lessor (includinc, COPF as the assignee Lessor as of the date hercot) d. Trust Agreement dated as of 20116/71 among Bankers Trust, COPF and City (collectively, the "Agreements"). In our capacity as counsel to the City, we have examined executed copies of the Agreements and copy of the resolution passed on June 16, 2015 of the City Council of the City approving and authorizing execution and delivery of the Agreements. All capitalized terms not defined herein shall have the meaning given to such terms in the Aureements. In connection with our examination of such documents, we have assumed the genuineness of the signatures on the Agreements (other than signatures of representatives of the City), the authenticity of documents submitted as originals, the conformity to originals of documents submitted as copies, the legal capacity of each natural person executing the documents and instruments, the requisite power and authority of the respective parties thereto (other than the City), and the due authorization, execution and delivery of the Agreements by the respective parties thereto (other than the City). We also have assumed, in this regard, the E.cecutioi Version enforceability against each party, (other than the City) of' each of the Agreements to which it is a party. We have made no independent investigation as to accuracy or completeness of any certificates, representations or other information, written or oral; made or furnished to us (other than by the Ci(y). Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion that: (1) The City has the power to execute and deliver the Agrcements. The execution, delivery and performance of the A-reements for and in the name of the Cit}' has been duly authorized by all necessary action on the part of the City. (2) The Agreements have been duly executed and delivered by the City. (3) Assuming power, au horization,execution and delivery by the other parties thereto, the Agreements are valid and binding obligations of the City enforceable against the City in accordance with their respective terms. (4) To the best of our knowledge, no approval, authorization, consent or other order of any public board or body not already obtained (other than compliance with any applicable federal or state tax or securities laws or regulations, to which no opinion is expressed) is required on the part of the City for the valid and lawful authorization, execution and delivery by the City of the Agreements and the assumption by the City of the obligations represented thereby. (5) To the best of our knowledge, there is no action, suit. proceeding or investigation of law or in equity before or by any court, public board or body, pending or threatened against or aflectimg the City, which, if determined adversely to the City would individually or in the aggregate have a material adverse effect on the transactions contemplated by the Agrcements. Our opinions set forth above are subject to the following qualifications: (a) Our opinions expressed above are limited to the law of the State of lova and the federal laws of the United States of America. (b) Our opinion in paragraph 3 above is subject to the effect of any applicable bankruptcy, insoh-envy, reorganization, moratorium, fraudulent transfer or other similar laws of general application affcctuip creditors' or secured creditors' rights. (c) Our opinion in paragraph 3 above is subject to the effect of gcneral principles of equity, includim, (%%ithotit limi(ation) concepts oCmaterialit), reasonableness, good faith and fair dealing, unconscionability and other similar doctrines affecting the enforceability of agreements generally (regardless ofwbetlier considered in a proceeding in equity or at law). (d) Our opinion in paragn�aph 3 above, insofar as it relates to indemnification provisions, is subject to the effect of federal and state laws and public policy relating thereto. Ewcurwn Version (e) The enforceability of provisions in the Agreements to the effect that terms may not be waived or modified except in writing may be limited wider certain circumstances. (f) The availability of specifle enforcement, appointment of receivers and other equitable remedies is subject to the discretion of the tribunal before which any proceeding therefor inav be brought. (g) We express no opinion concenring the City's rights in or title to, or the priority of any lien or security interest on, any real or personal property. [NOTE: Whether from the City Attorney's office or Ahlers & Cooney, COPF will need to receive the same opinion that A&C. would customarily deliver (such as for the 2009 Bonds) to the effect that (1) the Pledge and Security Agreement creates a valid lien on the Net Revenues pledged thereunder for the security of the Lease Obligations and the Parity Obligations (as such terms are defined in the Pledge and Security Agreement); (2) the lien on the Net Revenues ranks on a parity as to the pledge of the Net Revenues with respect to other Lease Obligations and Parity Obligations; and (3) the right to issue Parity Obligations is reserved upon conditions set forth in the Pledge and Security Agreement.] (h) We express no opinion as to the enforceability of provisions of the Agreements to the extent they contain: (i) waivers by the Cityof any constitutional ri-lits or remedies, ('ii) choice of law or formn selection provisions, or (iii) grants to others of powers of attorney. (i) We express no opinion as to (i) the enforceability of provisions of the Agreements to the extent they contain cumulative remedies to the extent such cumulative remedies purport to compensate, or would have the effect of compensating, the party entitled to the benefits thereof in an amount in excess of the actual loss suffered by such party, or (ii) the enforceability of the City's obligation to pay any default interest rate, nrinimwu interest payment, early termination fee or similar amount if the payment of such interest rate, minimum interest payment, fee or amount may be construed as unreasonable in relation to actual damages or grossly disproportionate to actual damages suffered by such party. (j) We express no opinion with respect to the enforceability of any provision of the Agreements which purport to excuse any other person from liability for, or require the City to ndemnify any such person against, such person's gross negligence or willful misconduct. (k) The enforceability of the remedies, covenants or other provisions of the Agreements and the availability of equitable remedies may be limited where (i) a court having competent personal and subject matter jurisdiction finds that such remedies, covenants or Provisions were at the time made, or are in application, unconscionable as a matter of law or public policy, or (ii) the enforcement of specific rights under the Agreements may require a judgment or decree of a court of competent jurisdiction after prior notice to the City and an opportunity for the City to be heard by an appropriate tribunal. Our opinions are limited to the specific issues addressed and are limited in all respect to laws and facts existing on the date of this letter. We do not undertake to advise you of matters Execution Version which may come to our attention subsequent to the date hereof which may affect our legal opinions expressed herein. When an opinion set forth herein is given to our knowledge, that knowledge is limited to the actual knowledge of the individual lawyers who have participated directly in matters referred to us by the City or its officers, without any special or additional investigation undertaken for the purpose of this opinion except to obtain certificates as to factual matters from officers of the Citv. This letter is issued to and for the sole benefit of the above addressees and is issued for the sole purpose of the transaction specifically referred to herein. No person other than the above addressees and the successors and assigns of the Lessor under the Lease may rely upon this letter without our express prior written consent. This letter may not be utilized by the addressees or the successors and assigns of the Lessor under the Lease for any other purpose whatsoever and may not be quoted without our express prior written consent. We assume no obligation to review or supplement this letter subsequent to its date, whether by reason of a change in the current laws, by legislative or regulatory action, by judicial decision or for any other reason. Respectfully submitted, Execattion Version E_XIIIBIT G CLOSING CERTIFICATES (SECTIO-\' 6(0)) 01118597-1 V0' 14-1IS CLOSING CERTIFICATE As an inducement to and as part ol'the consideration for entering into the Assignment and Assumption Agreement dated 201[6/7] (the "Assignment InstrUlnent") among Capital One Public Funding, LLC ("Assignee"), A & M Development 11, L.L.C. ("Assignor"), City of Iowa City, Iowa (`'City') and Bankers Trust Company ("Trustee"), pursuant to the Agreement Regarding Assignment and Assumption of Lease Purchasc Agreement dated June (the "Assignment Agreement") arnong Assignee, Assignor, City and Trustee, the undersibmed City hereby represents and warrants as follows (capitalized terms not defined herein shalt have the meanings given in the Assignment Agreement): 1. The City is duly organized and validty existing under the laws of the Stale of Iowa and has full right, power and authority to own its properties and to enter into, execute and deliver the Master Lease Purchase Agreement, the Assignment Agreement, the Assignment Instrument, the Pledge and Security Agreement and the Trustee Agreement ('collectively referred to herein as the -Agreements-) and to perform all of the obligations of the City contained in the Agreements. 2. The execution and delivery by the City of each of the Agreements and the performance by the City of the covenants of the City contained therein do not violate an%, agreement, instrument, provision of law, order of any court or regulatory body or consent decree by which the City or any ofits properties may be bound. 3. No litigation is pending or, to the knowledge of the City, threatened, against the City: (a) seeking to restrain or enjoin the execution or delivery of any of the Agreements; or (b) in any way contesting or affecting the validity of any of the Agreements or the transactions contemplated thereby.. or any proceedings of the City taken with respect to the Agreements. 4. Except as otherwise provided for in the Agreements, the City has duly authorized, by all necessary action, the execution, delivery and due performance of each of the Agreements and all other documents required to be executed and delivered in connection therewith. The City held a duly organized meeting of the City Council, authorizing the execution and delivery of the Agreements and such resolution is in full force and effect and has not been altered, amended or repealed as of the date hereof; and such meeting was duly held in accordance with applicable law. 5. The City has all necessary material permits, licenses, accreditations and certificates to conduct its business as it is presently being conducted and to undertake and operate the Lease Purchase Improvements. The City has obtained all necessary approvals to enter into and consummate the transactions contemplated by the Agreements. 6. We are on the date hereof and were on the date of the execution of the Agreements, the duly elected and qualified incumbent of the offices of the City identified next to our names appearing below, and our signatures hereon are our genuine signatures. Eseculion Vcrsia7 I 7. The Master Lease Purchase Agreement and the Assignment Agreement have not been amended, modified or otherwise supplemented since the effective date of each thereof and each is currently in full force and effect as originally executed and delivered. IN WITNESS WHEREOF, this Closing Certificate is executed and delivered this day of . 2017, CITY OP IOWA CITY, IOWA Print Name: Title: Attest: By: Print Name: Title: 01 1 1 3647-1 V 0714-1 18 Execution Version 2 LENDER CERTIFICATE The undersigned officer of Capital One Public Funding, LLC Melville, New York (''COPF") does hereby certify as follows avlth regard to the assignment and transfer to COPF on the date hereof of that certain Master Lease Purchase Agreement dated as of June _. 2015, between A & M Development ll, L.L.C., an Iowa limited liability company, as lessor (the "Original Lessor•"). and the City of Iowa City. State of Iowa, as lessee (the "City''), as amended, modified and supplemented for the purpose of financing by the terms of that certain Agreement Regarding Assignment and Assumption of Lease Purchase Agreement dated as of June . 2015, among the Original Lessor (as assignor), COPF (as assignee), the City and Bankers Trust Company, as trustee, and as further modified; amended or supplemented in accordance with such Master Lease Purchase Agreement (such Master Lease Purchase Agreement as heretofore or hereafter modified, amended or supplemented being herein referred to collectively as the "Loan Obligcdion"): 1. COPF has full power and authority, to carry on its business as now conducted, deliver this Certificate and make the representations and certifications contained herein. 2, COPF is a lender that regularly extends credit by purchasing loans in the form of state and local government obligations such as the Loan Obligation; has knowledge and experience in financial and business matters that make it capable of evaluating the City. the Loan Obligation and the risks associated with the purchase of the Loan Obligation; has the ability to bear the economic risk of extending the credit evidenced by the Loan Obligation; and is a limited liability company engaged in the primary business of extending credit and malting loans to state and local governments and non-profit entities and has total assets in excess of Sl billion. COPF is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its purchase of the. Loan Obligation. 3. COPF has conducted its own investigation of the financial condition of the City, the purpose for which the Loan Obligation is being executed and delivered and of the security for the payment of the. principal of and interest on the Loan Obligation, and has obtained such information regarding the Loan Obligation and the City and its operations, financial condition and financial prospects as COPF deems necessary to snake an informed decision with respect to the purchase of the Loan Obligation. 4. COPF is purchasing the Loan Obligation represented by the Slaster Lease Purchase Agreement. as so modified, amended and supplemented, as a vehicle for making a commercial loan for its own loan account and without airy present intention of distributing or selling any interest therein or portion thereof, provided that COPF shall have the right at any time to assign, transfer or convey the Loan Obligation or any interest therein or portion thereof, but no such assignment, transfer or conveyance shall be effective as against the City unless and until COPF has delivered to the City written notice thereof that discloses the name and address of the assignee or the Loan Servicer (as hereafter provided) and such assignment, transfer or conveyance shall be made only to (i) an affiliate of COPF or (ii) banks, insurance companies or other financial institutions or their affiliates. Nothing herein or in any other document relating to the loan Obligation shall limit the right of COPD or its assignees to sell or assi�I participation interests in the Loan Obligation to one or more entities listed in (i) or (ii), provided that any participation, custodial or similar agreement under which multiple ownership interests in the Loan Obligation are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the ar izzays roc Loan Servicer' ) to act on their behalf with respect to the rights and interests of COPF under the I oan Obligation, includine with respect to the exercise of rights and remedies of COPF on behalf of such owners upon the occurrence of an event of default under the Loan Obligation. 5. COPE acknowledges that the Loan Obligation (a) has not been registered under the Securities Act of 1933, as amended, and has not been registered or otherwise qualified for sale under the securities laFvs of any state. (b) will not be listed on arty securities exchange and (c) there is no established market for the Loan Obligation and that none is likely to develop. COPF understands and acknowledges that (i) its purchase of the Loan Obligation is not intended to be subject to the requirements of Rule 15e2-12 promulgated under the Securities Exchange Act of 1934, as amended and (ii) in connection with its purchase of the Loan Obligation, the City has not prepared or caused to be prepared, any official statement, private placement memorandum or other offering document. 6. COPF is acting solely for its own loan account and not as a fiduciary for the City or in the capacity of hroker, dealer, placement agent, municipal securities underwriter, municipal advisor or fiduciary. It has not provided, and will not provide, financial, legal (including securities lave), tax. accounting or other advice to or on behalf of the City (including to any financial advisor or any placement agent engaged by the City) N%ith respect to the structuring, issuance, sale or delivery of the Loan Obligation. COP: has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, to the City (or any financial advisor or any placement agent engaged by the Citv) with respect to the transactions relating to the structuring, issuance, sale or delivery Loan Obligation and the discussions, undertakings and procedures leading thereto, Each of the City, its financial advisor and its placement agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure. timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to the Loan Obligation from its olvn financial, legal, tax and other advisors ('and not from the undersigned or its affiliates) to the extent that the City, its financial advisor or its placement agent desires, should or needs to obtain such advice. The undersigned expresses no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the City's financial advisor or placement agent, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the City's financial advisor or placement agent, with respect to a1y such matters. The transactions between the City and COPF are arm's length, commercial transactions in which COPF is acting and has acted solely as a principal and for its own interest aid COPF has not made recommendations to the City or any financial advisor or any placement agent engaged by the City with respect to the transactions relating to the Loan Obligation. DATED this day of .20 CAPI"IAl, ON i, PuBric FUNDING, LLQ.: Bv': Natue: _ 'I itle: 2 r 13 CITY OF IOWA CITY �z-- �wemmmqft*% MEMORANDUM Date: June 10, 2015 To: Tom Markus, City Manager From: Dennis Bockenstedt, Finance Director RE: Harrison Street Parking Garage - Lease/Purchase Agreement Financing Introduction In 2013, a new development along Harrison Street between Dubuque and Clinton Streets in the Riverfront Crossing District was announced. The development was to include the new Midwest One office building, a 28 unit townhouse development, and a 600+ space City parking facility. History/Background Since that announcement, the Midwest One office building has been under construction and is nearing completion. The City has been in negotiations with A & M Development II for a lease/purchase agreement regarding the construction of the 600+ space parking facility, and a development agreement has been approved for the proposed 28 unit townhouse development. The City has also been working to finalize the other agreements that are necessary to complete the transfer and assignment of the lease/purchase agreement to a third -party financier. On November 18, 2014, the Finance Department in conjunction with the City's financial advisor, Public Financial Management, the City's bond counsel, Ahlers & Cooney, PC, and the City Attorney's Office issued a Request For Proposals (RFP) to ten separate banks, underwriters, and financial institutions/brokers. The proposals were due to be submitted to the City Finance Department by 10am on December 9, 2014. In response to the RFP, the City received five proposals from institutions (JP Morgan, Capital One Public Funding, Midwest One Bank, D.A. Davidson & Company, and Piper Jaffray & Company.) Proposals were reviewed by the City Attorney, the City Finance Department, Ahlers & Cooney, P.C., and Public Financial Management. After reviewing the proposals for overall compliance with the RFP and estimated cost of financing, the proposal selected was that submitted by Capital One Public Funding, LLC (COPF). On January 20, 2015, the City Council adopted a resolution to institute the proceedings to take additional action for the authorization of a municipal parking system lease/purchase for an amount not to exceed $16 million. Discussion of Solution The City has completed its negotiations with A & M Development II for the Master Lease Purchase Agreement and other related agreements. These documents outline the conditions and terms for the construction of the 600+ space parking facility, the conditions for the City to accept the constructed parking facility, the financial terms of the lease/purchase, and the terms of assignment of the lease to COPF. Copies of these agreements are available in the City Clerk's office. Financial Impact The financial impact to the City is the issuance of a tax exempt lease with a principal balance of an estimated $15,300,000 (the estimated cost of the parking structure plus issuance costs.) The projected completion of the parking facility construction and subsequent issuance of the lease is March 1, 2017. The lease payments would begin in August 2017. The COPF proposal is for a 20 -year, fixed-rate lease/purchase. The rate will be determined upon the acceptance by the City of the parking garage improvements based upon a formula using the 10 -year LIBOR swap rate. The formula rate as of the date of the proposal was 3.96%. June 10, 2015 Page 2 The COPF proposal is for a 20 -year, fixed-rate lease/purchase. The rate will be determined upon the acceptance by the City of the parking garage improvements based upon a formula using the 10 -year LIBOR swap rate. The formula rate as of the date of the proposal was 3.96%. The financing requires no underwriting discounts or protective debt reserves, and COPF is responsible for their own legal and issuance costs. The City will pledge the net revenues from the City's Parking System along with the developer's interest in the Harrison Street parking facility as a guarantee for the financing. This will not be a general obligation of the City and will not be repaid or guaranteed with property taxes. The City's estimated interest costs over the 20 -year lease/purchase are $6,993,898 given the current calculated interest rate and assuming that the lease remains outstanding for the entire 20 years. The lease may be called by the City at $2,000,000 per year starting in year two and is fully callable starting in year eight. Recommendation It is staff recommendation to approve the resolution directing execution of the Master Lease Purchase Agreement and other related agreements between the City, A & M Development II, LLC, and Capital One Public Funding, LLC for the construction and subsequent lease/purchase by the City of a 600+ space parking facility on Harrison Street between Clinton and Dubuque Streets for an amount not to exceed $16 million. EXHIBIT C OPINION OF COUNSEL TO LESSEE R A & M Development II,'L.L.C. 1310 Highland Court Iowa City, Iowa 52240 Ladies and Gentlemen: CITY LETTERHEAD HERE We have examined a c6rtif Iowa City, State of Iowa (the "Gil dated as of June _, 2015, beta "Developer"), as amended, modifiel of the Agreement Regarding Assign of June _, 2015 among the City, th Trust Company. Such Master supplemented is herein referred to c 2015 d transcript of the ,acts of the City Council of the City of with respect to the Master Lease Purchase Agreement en the City and A & M Development II, L.L.C. (the and supplemented for the purpose of financing by the terms lent and Assumption of Lease Purchase Agreement dated as =Peveloper,r,tapital One Public Funding, LLC, and Bankers :.ease Purchase Agreement as so amended, modified and ll�ctively:,as the "Agreement." In our capacity as counsel to th #` City, we have examined the Agreement and a copy of the resolution passed on January 20, 201 and a copy of the resolution passed on June 16, 2015] of the City Council of the City appr141ng and authorizing execution and delivery of the Agreement. All capitalized terms not defintd herein shall have the meaning given to such terms in the Agreement. ,. In connection with our examination of such documents, we have assumed the genuineness of the signatures on the Agreeme�t (other than signatures of representatives of the City), the authenticity of documents submitted as originals, the conformity to originals of documents submitted as copies, the legal capacity of each natural person executing the documents and instruments, the requisite power and authority of the respective parties thereto (other than the City), and the due authorization, execution and delivery of the Agreement by the respective parties thereto (other than the City). We also have assumed, in this regard, the enforceability against each party (other than the City) of the Agreement to which it is a party. We have made no independent investigation as to acc acy or completeness of any certificates, representations or other information, written or oral, niade or furnished to us (other than by the City). Based on the. foregoing and subject to the qualifica 'ons set forth herein, we are of the opinion that: , (1) The City has the power to execute and deliver the Agreement. The execution, delivery and performance of the Agreement for and in the name of the City has been duly authorized by all necessary action on the part of the City. 32 Execution Version (2) The Agreement has been duly executed and deliv/eorceable the City. (3) Assuming po -er, authorization, execution and dely the other parties thereto, the Agreement is a v id and binding obligation of the City against the City in accordance with its to . (4) To the besof our knowledge, no approval, thorization, consent or other order of any public board or boy not already obtained (other han compliance with any applicable federal or state tax or secure es laws or regulations, to w ich no opinion is expressed) is required on the part of the City for th valid and lawful autho ' ation, execution and delivery by the City of the Agreement and the assu ption by the City of a obligations represented thereby. (5) To the best of ou knowledge, th a is no action, suit, proceeding or investigation of law or in equity before or byNeect ourt, pub c board or body, pending or threatened against or affecting the City, which, if dfined aversely to the City would individually or in the aggregate have a material adverorythe transactions contemplated by the Agreement. Our opinions set forth above (a) Our o nil Iowa and thJeder law (b)pini applicable tcy, transfer or lcreditors' ri to the following qualifications: as expressed above are limited to the law of the State of of the United States of America. in paragraph 3 above is subject to the effect of any solvency, reorganization, moratorium, fraudulent kof general application affecting creditors' or secured (c) Our opinibn in paragraph 3 ab veis subject to the effect of general principles of equity, including (with ut limitation) concepts f materiality, reasonableness, good faith and fair dealing, unconscionalyllity and other similar do trines affecting the enforceability of agreements generally (regardles of whether considered in a oceeding in equity or at law). (d) Our opinion in paragraph 3 a provisions, is subject to the effect of federal and (e) The enforceability of provisions in the be waived or modified except in writing may be limit insofar as it relates to indemnification laws and public policy relating thereto. -nt to the effect that terms may not certain circumstances. (f) The availability of specific enforcement, appointment of receivers and other equitable remedies is subject to the discretion of the tranal before which any proceeding therefor may be brought. (g) We express no opinion concerning the City's rights in or title to, or the priority of any -lien or security interest on, any real or personal property. 33 Execution Version (h) We express no opinion as to the enforceability of provisions of the Agreement to the extent they contain: (i) waivers by the City of any constitutional rights or remedies, (ii) choice of law or forum selection provisions, or (iii) grants to others of powers of attorney. (i) We express no o 'pion as to (i) the enforceability of provisions of the Agreement to the extent they contain cum lative remedies to the extent such cumulati a remedies purport to compensate, or would have th effect of compensating, the party entitle to the benefits thereof in an amount in excess of the ctual loss suffered by such party, or (ii the enforceability of the City's obligation to pay any d ault interest rate, minimum interest ayment, early termination fee or similar amount if the pa ent of such interest rate, mini m interest payment, fee or amount may be construed a unreasonable in relation t actual damages or grossly disproportionate to actual damage suffered by such party. 0) We express no opin on with respect to the nforceability of any provision of the Agreement which purport to excus any other personm liability for, or require the City to indemnify any such person against, such person's gross egligence or willful misconduct. (k) The enforceability o the remed' s, covenants or other provisions of the Agreement and the availability of eq itable re dies may be limited where (i) a court having competent personal and subject ma r juritp0 ction finds that such remedies, covenants or provisions were at the time made, or a in lication, unconscionable as a matter of law or public policy, or (ii) the enforcement f ecific rights under the Agreement may require a judgment or decree of a court of comp ent jurisdiction after prior notice to the City and an opportunity for the City to be heard by ppropriate tribunal. Our opinions are limited to t e spe ific issues addressed and are limited in all respect to laws and facts existing on the date f this 1 tter. We do not undertake to advise you of matters which may come to our attenti subsequ nt to the date hereof which may affect our legal opinions expressed herein. When an opinion setforth herein is gi n to our knowledge, that knowledge is limited to the actual knowledge of th individual lawyers ho have participated directly in matters referred to us by the City or its of cers, without any spe 'al or additional investigation undertaken for the purpose of this opinion except to obtain certifi tes as to factual matters from officers of the City. This letter i issued to and for the sole bene of the above addressee and is issued for the sole purpose oft transaction specifically referred to herein. No person other than the above addressee may r y upon this letter without our expre prior written consent. This letter may not be utilized by a addressee for any other purpose w atsoever and may not be quoted without our express p or written consent. We assume no obli ation to review or supplement this letter subsequent , o its date, whether by reason of a chan in the current laws, by legislative or regulatory action, by judicial decision or for any other re on. Respectfully 34 Execution Version Harrison Stre of Parking Facility Lease Purchase Agreement June 16, 2015 Dennisa« Finance Director L IJ m Harrison Street Parking Facility PRENTISS STREET Tonnnomes Im V c rn C D Cm rqx m m City Parking Facility • 600+ parking spaces • Wrapped on east side by Sabin townhome development • Estimated cost is $15.3 million • Estimated completion - March 1, 2017 • Constructed by A & M Development II • City lease/purchases facility from A & M Dennis Bockenstedt, Finance Director Corner of Harrison & Dubuque 16 r , s MOM Dennis Bockenstedt, Finance Director Corner of Harrison Street & Alley j 0 Dennis Bockenstedt, Finance Director Development Milestones • Spring 2013 — Midwest One announces new office building in Riverfront Crossings • Fall 2013 — Construction of Midwest One office building commences • December 2014 — City takes bids on lease/purchase financing for parking facility • January 2015 — Council authorizes to take additional action for issuance of Lease Purchase Agreement • January 2015 — Council approves development agreement for Sabin townhome project Dennis Bockenstedt, Finance Director Lease Purchase Agreement • Financed by Capital One Public Funding (COPF) • Not to exceed $16 million • 20 year, fixed rate lease • Formula based rate — current is 3.96% • Payable only from Parking revenues • Estimated start of lease/purchase payments — August 1, 2017 • Lease completion is June 1, 2037 • Includes early retirement provisions Dennis Bockenstedt, Finance Director Prepared by Susan Dulek, Ass't. City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 15-221 RESOLUTION APPROVING AN AMENDED AGREEMENT FOR PRIVATE DEVELOPMENT BY AND BETWEEN THE CITY OF IOWA CITY, IOWA AND A&M DEVELOPMENT 11, L.L.C. FOR THE SABIN TOWNHOMES WHEREAS, Resolution No. 15-20 adopted on January 20, 2015 approved a Development Agreement with A&M Development II, L.L.C. that provides TIF rebates of $976,277 for construction of 28 townhouses on Dubuque Street in Riverfront Crossings in connection with a municipal parking facility with 3 units to be sold to an affordable housing provider for households at 80% of area median income or less; WHEREAS, the start of construction is dependent on the completion of other construction projects in the area, namely MidWestOne Tower and Harrison Street reconstruction, such that the anticipated completion date has changed from the Fall of 2016 to Fall of 2017 necessitating an amendment to the Agreement to move the dates forward by a year; WHEREAS, the attached First Amendment to Agreement for Private Redevelopment by and between the City of Iowa City, Iowa and A&M DEVELOPMENT 11, L.L.C. should be approved. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY IOWA THAT 1. The Mayor is authorized and directed to execute in duplicate and the City Clerk is authorized and directed to attest his signature and to affix the seal of the City Clerk to the attached First Amendment to Agreement for Private Redevelopment by and between the City of Iowa City, Iowa and A&M DEVELOPMENT 11, L.L.C. 2. The City Clerk is hereby authorized and directed to record said amendment with the Johnson County Recorder at the Developer's expense. Passed and approved this 16th day of June 2015. MAYOR ATTEST:' CITY CLERK Approved b City Attorney's Office Resolution No. Page 2 15-221 It was moved by Mims and seconded by Resolution be adopted, and upon roll call there were: Dickens the AYES: DAYS: ABSENT: x Botchway x_ Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton FIRST AMENDMENT TO AGREEMENT FOR PRIVATE REDEVELOPMENT By and Between THE CITY OF IOWA CITY, IOWA /�0] A&M DEVELOPMENT II, L.L.C. Agreement dated: January 20, 2015 First Amendment dated: June 16 th , 2015 The AGREEMENT FOR PRIVATE REDEVELOPMENT (hereinafter called "Agreement"), by and between the CITY OF IOWA CITY, IOWA, a municipality (hereinafter called "City"), and A&M DEVELOPMENT Il, L.L.C., (hereinafter called the "Developer") was made January 20, 2015, and recorded January 26, 2015 in Book 5326, Page 67 in the office of the Johnson County Recorder for property legally described as follows: Lots 1-4 in Block 8, County Seat Addition to Iowa City, Johnson County, Iowa. WHEREAS, the Agreement provides TIF rebates of $976,277 for construction of 28 townhouses on Dubuque Street in Riverfront Crossings in connection with a municipal parking facility with 3 units to be sold to an affordable housing provider; WHEREAS, the start of construction is dependent on the completion of other construction projects in the area, namely MidWestOne Tower and Harrison Street reconstruction, such that the anticipated completion date has changed from the Fall of 2016 to Fall of 2017 necessitating an amendment to the Agreement to move the dates forward by a year; and. WHEREAS, the parties intended the termination date in Section 12.8 of the Agreement to be June 1, 2031, not June 1, 2027. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree to amend the Agreement as follows: Section 3.1. Minimum Improvements. Delete "January 1, 2017" and insert "January 1, 2018" in lieu thereof. Section 3.3. Affordable Housing. Delete "January 1, 2017" and insert "January 1, 2018" in lieu thereof and delete "January 1, 2018" and insert "January 1, 2019" in lieu thereof. Section 6.6. Annual Certification. Delete "November 1, 2017" and insert "November 1, 2018" in lieu thereof and delete "November 1, 2029" and insert "November 1, 2030" in lieu thereof. Section 8.1. Economic Development Grants. Subsection (a). Delete "June 1, 2019" and insert "June 1, 2020" in lieu thereof and delete "June 1, 2031" and insert "June 1, 2032" in lieu thereof. Subsection (b). Delete "November 1, 2017" and insert "November 1, 2018" in lieu thereof ; delete "June 1, 2019" and insert "June 1, 2020" in lieu thereof, and delete "November and December 2017" and insert "November and December 2018" in lieu thereof. Subsection (d). Delete "January 1, 2017" and insert "January 1, 2018" in lieu thereof. Section 12.8. Termination Date. Delete "June 1, 2027' and insert "June 1, 2032" in lieu thereof. EXHIBIT B. Delete "January 1, 2017' and insert "January 1, 2018" in lieu thereof and delete "January 1, 2018" and insert "January 1, 2019" in lieu thereof. 2 All other terms and conditions of the Agreement, not inconsistent with this amendment, remain in full force and effect. This amendment to Agreement shall be recorded at the Johnson County Recorder's Office, Iowa City, within 30 days of execution at the expense of the Developer. CITY OF IOWA CITY, IOWA By: 4 ATTEST: Mayor Apve by: By: 6ty'Ctak City Attorney A&M DEVELENT II, LLC �j By: r I t /I I/;7 _ A � n CITY OF IOWA CITY STATE OF IOWA COUNTY OF JOHNSON On this )4;� day of U( s t p_ , 2015, before me a Notary Public in and for said County, personally appeared Matthew J. Hayek and Marian K. 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. _4c_,4 . A� ire k / cc 44?_ Notary Public in and for the State of Iowa KELLIE K. TU 7LE r .y , Commission Number 221819 0 STATE OF IOWA ) ,;; ; hAy C ssio Expires )SS iow� COUNTY OF JOHNSON ) This instrument was acknowledged before me on this o2 �2 day of __1Za v�_e , 2015, by M,'Kg )+g) yj_ , as manager of A&M DEVELOPMENT II, LLC. AM 1 yyEMy $ oK4M Notary Publi in and for the Slate of Iowa Conrns 8. pimew Mfr c4ma"Wo go" The AGREEMENT FOR PRIVATE REDEVELOPMENT (hereinafter called "Agreement"), by and between the CITY OF IOWA CITY, IOWA, a municipality (hereinafter called "City"), and A&M DEVELOPMENT II, L.L.C., (hereinafter called the "Developer") was madq' January 20, 2015, and recorded January 26, 2015 in Book 5326, Page 67 in the office of the J06son County Recorder for property legally described as follows: Lots 1-4 in Block 8, County.Seat Addition to Iowa City, Johnson County, Iowa. WHEREAS, the A�reement provides TIF rebates of $976,277 fior construction of 28 townhouses on Dubuque Street,,in Riverfront Crossings in connection with ainunicipal parking facility with 3 units to be sold to an affordable housing provider; WHEREAS, the start of'ionstruction is dependent on the cojipletion of other construction projects in the area, namely MidWestOne Tower and Harrison Strp6t reconstruction, such that the anticipated completion date has ch�iged from the Fall of 2016,46Fall of 2017 necessitating an amendment to the Agreement to mov`. the dates forward by a year; and. WHEREAS, the parties intended the termination date Section 12.8 of the Agreement to be June 1, 1931, not June 1, 2027. NOW, THEREFORE, in consideration of the pyo raises and the mutual obligations of the parties hereto, each of them does hereby covenant and"agree to amend the Agreement as follows: 11 y Section 3.1. Minimum Improvements.'el ' "January 1, 2017" and insert "January 1, 2018" in lieu thereof. � r Section 3.3. Affordable Housing. D*te�'January 1, 2017" and insert "January 1, 2018" in lieu thereof and delete "January 1, 2018" aid inskrt "January 1, 2019" in lieu thereof. Section 6.6. Annual Certificatiork Delete Wovember 1, 2017" and insert "November 1 2018" in lieu thereof and delete "Noveryiber 1, 2029' Section 8.1. Economic Development Grants. Su "June 1, 2020" in lieu thereof and:'delete "June 1, 2031 Subsection (b). Delete "N6vember 1, 2017" and delete "June 1, 2019" and insert""June 1, 2020" in lieu t: 2017" and insert "November,.and December 2018" in 1 insert "November 1, 2030" in lieu thereof. action (a). Delete "June 1, 2019" and insert and insert "June 1, 2032" in lieu thereof. isert "November 1, 2018" in lieu thereof ; 6f, and delete "November and December Subsection (d). Delete"January 1, 2017" and insert Section 12.8. Termination Date. Delete "June 1, thereof. EXHIBIT B. "Y)elete "January 1, 2017" and insert "Januar "January 1, 2018"/and insert "January 1, 2019" in lieu thereof. 2 1, 2018" in lieu thereof and insert "June 1, 2032" in lieu , 2018" in lieu thereof and delete 17 Prepared by: Marian Karr, City Clerk, 410 E. Washington St., Iowa City, IA 52240 (319)356-5041 RESOLUTION NO. 15-222 RESOLUTION APPROVING THE BY-LAWS OF THE COMMUNITY POLICE REVIEW BOARD TO REFLECT THE NAME CHANGE FROM CITIZENS POLICE REVIEW BOARD AND REMOVE OR REPLACE THE WORD "CITIZEN" IN ACCORDANCE WITH RECENT CHANGES TO THE CITY CHARTER AND REPEALING RESOLUTION 13-289. WHEREAS, the City Council adopted Ordinance 97-3792 in 1997 which created the Police Citizens Review Board ("PCRB") to assure that investigations into claims of police misconduct are conducted in a manner which is fair, thorough, and accurate; and WHEREAS, the PCRB was designed to assist the Police Chief, the City Manager and the City Council in evaluating the overall performance of the Police Department as a whole, by having a review process for Police Department investigations into complaints; and WHEREAS, the PCRB was renamed the "Citizens Police Review Board" ("CPRB") in 2013 at the request of the Board and the Ad Hoc Diversity Committee; and WHEREAS, the Charter Review Commission reviewed the Charter and suggested changing the name to the "Community Police Review Board" ("CPRB') and removed references to "citizens" in 2015; and WHEREAS, it is in the public interest to adopt by-laws which guide the procedures and actions of the board; and WHEREAS, the only change in the proposed by-laws is the name and to remove or replace the word "citizen" in accordance with recent changes to the City Charter. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, THAT: 1. That Resolution 13-289 is hereby repealed. 2. The by-laws of the Community Police Review Board, attached hereto and incorporated by reference herein, are approved and adopted by the City Council. Passed and approved this 16th day of June , 2015. VMlyfeiv ve ATTEST--?? TTEST:Apf C a t CIT LERK City Attorney's Office Resolution leo. 15-222 ]Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: Dickens the AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton IOWA CITY COMMUNITY POLICE ml m4vj 1 m4yym W-TAMA al I BY-LAWS (Revised 06/15, Res. 15- 222 ) IOWA CITY COMMUNITY POLICE REVIEW BOARD ARTICLE I. AUTHORITY: The Community Police Review Board formerly known as the Citizens Police Review Board (hereafter referred to as the Board) shall have that authority which is conferred by Chapter 8 of the City Code of the City of Iowa City, Iowa and through the adoption of these by-laws stated herein. ARTICLE ll. PURPOSE: The purpose of the by-laws stated herein is to provide for the general welfare of the Iowa City community by establishing a Board to advise the Police Chief, City Manager and City Council on matters pertaining to the policies, practices and overall performance of the Iowa City Police Department. Further, in an effort to assure that the Iowa City Police Department's performance is in keeping with community standards, this Board is created to review investigations into complaints of police misconduct to insure that such investigations are conducted in a matter which is fair, thorough, and accurate, and to maintain a central registry and to provide City Council with an annual report on all such complaints. ARTICLE III. MEMBERSHIP: Section 1. Qualifications. The Board shall consist of five (5) members appointed by the City Council who shall be eligible electors of the City of Iowa City, Iowa and shall meet the criteria contained in Chapter 8, City Code, City of Iowa City, Iowa. Appointments to the Board shall include one current or former "peace officer" as that term is defined by state law. The City Council may waive the residency requirement for good cause shown and may waive the requirement that the Board include one current or former "peace officer" for good cause shown. Section 2. Compensation. Members shall serve without compensation, but may be reimbursed for expenses incurred for travel outside the city on designated Board business. Such expenses must be submitted to the City Manager for approval and reimbursement. Section 3. Orientation for New Members. Prior to the first regular meeting following their appointment, new members shall be provided with copies of the ordinance creating the Board, the written policies of the Iowa City Police Department, the Board by-laws, open records law, open meetings law and other documentation that would be useful to Board members in carrying out their duties. They shall also be given an orientation briefing by the appropriate City staff and the Board as is deemed appropriate. Section 4. Absences. Three consecutive absences of a Board member, without excuse of the Chairperson, from regular or special meetings may result in a recommendation to the City Council from the Board to discharge said member and appoint a new Board member. Section 5. Vacancies. Any vacancy on the Board because of death, resignation, long-term illness, disqualification or removal shall be filled by the City Council after at least 30 days public notice of the vacancy. Section 6. Terms. Members shall be initially appointed for staggered terms as outlined in Chapter 8, City Code, City of Iowa City, Iowa. Thereafter, Members shall be appointed for terms of four years, with terms expiring on September 1. If a position becomes vacant by reason of resignation or otherwise, and results in an unexpired term of six months or less, the Council may choose to fill the unexpired term in such a manner that the appointee shall continue in the position not only through the unexpired term, but also through a subsequent regular term. Section 7. Resignations. Resignations shall be submitted in writing to the Mayor with a copy to the City Clerk and the Chairperson of the Board at least 30 days prior to the date of intended departure. ARTICLE IV. OFFICERS: Section 1. Number. The officers of this Board shall be a Chairperson and Vice -Chairperson, each of whom shall be elected by the members of the Board. Section 2. Election and Term of Office. Officers of the Board shall be elected by a majority of all members as soon as practicable after formation of the Board, and thereafter annually at the first regular meeting in October each year; if the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Section 3. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled by the members for the unexpired portion of the term. Section 4. Chairperson. The Chairperson shall, when present, preside at all meetings, appoint committees, call special meetings and in general perform all duties incident to the office of a Chairperson, and such other duties as may be prescribed by the members from time to time. Section 5. Vice -Chairperson. In the absence of the Chairperson, or in the event of death, inability or refusal to act, the Vice -Chairperson shall perform the duties of the Chairperson and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairperson. ARTICLE V. BOARD MEETINGS: Section 1. Regular Meetings. The Board's regular meeting will be held the second Tuesday of each month. This meeting time may be rescheduled upon agreement by a majority of the Board. Section 2. Special meetings. Special meetings may be called by the Chairperson and shall be called by the Chairperson or Vice Chairperson at the request of three or more Members of the Board. At least one (1) full day's written notice of meeting place, time and agenda shall be given to each Member and the media. Section 3. Agenda. Insofar as possible, at regular and special meetings only matters included on the agenda may be discussed and formal votes taken. Care shall be taken to avoid discussion of non -agenda items. Section 4. Quorum. A majority of the members of the Board shall constitute a quorum at any meeting. Section 5. Place of Meetings. Meetings, both regular and special, shall be held in an accessible 3 City facility. Meetings which are forums solely for community input may be in other appropriate meeting places in Iowa City. Section 6. Notice of Meetings. Notice of meetings shall be required; meetings may be called upon notice not less than twenty-four (24) hours before the meetings unless such notice is impossible or impracticable, in which case notice shall be provided as outlined in the Iowa Code. The news media shall be notified by staff. Board meetings shall be public except where provided in the Iowa Code. Section 7. Proxies. There shall be no vote by proxy. Section 8. Public Discussion. Time shall be made available during all meetings for open public discussion. Section 9. Motions. Motions may be made or seconded by any member of the Board, including the Chairperson. Section 10. Exparte Contacts. A member who has had a discussion of an agenda item outside of a public meeting with an interested party shall reveal the contact, name the other party and share specifics of the contact, copies if in writing or a synopsis if verbal. Section 11. Conflict of Interest. Members who believe they have a conflict of interest on a matter about to come before the Board shall state the reason for the conflict of interest, leave the room before the discussion begins, and return after the vote. Section 12. Voting. A majority vote is required for adoption of any motion, except for a motion to close a session as provided for in the Iowa Code. Upon request, voting will be by roll call and will be recorded by yeas and nays. Every member of the Board, including the Chairperson, is required to cast a vote upon each motion. A member who abstains shall state the reason for abstention. Section 13. Roberts Rules of Order. The rules in the current edition of Roberts Rules of Order Newly Revised shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules or order the Board may adopt. ARTICLE VI. GENERAL AND LIMITED POWERS AND DUTIES: The Board shall have the powers and duties set forth in Chapter 8 of the City Code of Iowa City. ARTICLE VII. PUBLIC RECORDS; EXCEPTIONS Section 1. All records of the Board shall be public, except: (a) Complaints, reports of investigations, statements and other documents or records obtained in investigation of any complaint shall be closed records unless a public hearing is held or a contrary determination is made by Counsel to the Board pursuant to the provisions of the Iowa Code. (b) The minutes and tape recordings of any session closed under the provisions of the Iowa Code shall be closed records. (c) No member of the Board or of its staff shall disclose information protected by the Iowa 4 Open Records Law or the Iowa Open Meetings Law. Nothing in this provision shall prevent the Board from releasing such information concerning alleged or acknowledged practices to the Iowa City City Council, the City Manager and/or Chief of Police, either in the form of its required annual report or otherwise. This section does not prevent any complainant, witness or other person from publicizing the filing of a complaint or the matter therein com- plained of. Violation of these provisions by a member of the Board or its staff shall constitute grounds for removal. ARTICLE VIII. CONDUCT OF BOARD BUSINESS: Section 1. Agenda. The Chairperson, or a designated representative, together with staff assistance shall prepare an agenda for all Board meetings. Agendas are to be posted at least 24 hours before the meeting and shall be sent to Board members and the media prior to meetings. Copies will be available to the public at the meeting. Section 2. Minutes. Minutes of all meetings are to be prepared and distributed to Board and City Council members. Specific recommendations requiring Council action are to be set off from the main body of the minutes and appropriately identified. Section 3. Review Policy. The Board shall review all policies and programs of the City relating to the Board's duties as stated herein, and make such recommendations to the City Council as are deemed appropriate. Section 4. Referrals from Council. From time to time letters, requests for information, requests for recommendations, and other matters are referred to the Board by the City Council. The Board will initiate consideration of each item at the next regular Board meeting and shall notify Council of its disposition. Section 5. Annual Report. An annual report detailing the activities of the Board shall be prepared by the Chairperson, approved by the Board, and submitted to the City Council. ARTICLE IX. SUBCOMMITTEES: The subcommittees of this Board including composition, duties, and terms shall be as designated by the Chairperson. ARTICLE X. AMENDMENTS: These by-laws may be altered, amended or repealed, and new by-laws adopted by an affirmative vote of not less than three members of the Board at any regular meeting or at any special meeting called for that purpose. Amendments shall become effective after approval by the City Council. June 10, 2015 s: CI k\CPRB\Byl aws. doc C'I Prepared by: Marian Karr, City Clerk, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5041 RESOLUTION NO. 15-223 RESOLUTION TO ADOPT THE IOWA CITY COMMUNITY POLICE REVIEW BOARD STANDARD OPERATING PROCEDURES AND GUIDELINES TO REFLECT THE NAME CHANGE FROM CITIZENS POLICE REVIEW BOARD AND REMOVE OR REPLACE THE WORD "CITIZEN" IN ACCORDANCE WITH RECENT CHANGES TO THE CITY CHARTER AND REPEALING RESOLUTION 13-290 WHEREAS, the City Council adopted Ordinance 97-3792 in 1997 which created the Police Citizens Review Board ("PCRB") to assure that investigations into claims of police misconduct are conducted in a manner which is fair, thorough, and accurate; and WHEREAS, the PCRB was designed to assist the Police Chief, the City Manager and the City Council in evaluating the overall performance of the Police Department as a whole, by having a review process for Police Department investigations into complaints; and WHEREAS, the PCRB was renamed the "Citizens Police Review Board" ("CPRB") in 2013 at the request of the Board and the Ad Hoc Diversity Committee; and WHEREAS, the Charter Review Commission reviewed the Charter and suggested changing the name to the "Community Police Review Board" ("CPRB') and removed references to "citizens" in 2015; and WHEREAS, the only change in the proposal is the name and to remove or replace the word "citizen" in accordance with recent changes to the City Charter. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. That Resolution 13-290 is hereby repealed. 2. The Iowa City Community Police Review Board Standard Operating Procedures and Guidelines are hereby adopted, as attached. Passed and approved this 16th day of June ATTEST: CITY -CLERK 2015. Approved By: City Attorney's Office Resolution No. )Page 2 15-223 It was moved by Payne and seconded by Botchway the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Dickens x Dobyns x Hayek x Mims x Payne x Throgmorton CITY OF IOWA CITY IOWA COMMUNITY POLICE REVIEW BOARD STANDARD OPERATING PROCEDURES AND GUIDELINES June 16, 2015 The Community Police Review Board formerly known as the Citizens Police Review Board (hereafter referred to as the Board) was established to assure that investigations into claims of police misconduct are conducted in a manner which is fair, thorough and accurate and to assist the Police Chief, the City Manager and the City Council in evaluating the overall performance of the Police Department by having it review the Police Department's investigation into complaints. To achieve these purposes, the Community Police Review Board shall comply with Chapter 8 of the Iowa City Code, Board By -Laws and Standard Operating Procedures and Guidelines. TABLE OF CONTENTS Complaint Process II. RESERVED III. Meetings IV. Complaint Review Process V. Identification of Officers VI. Review of Policies, Procedures and Practices of the Iowa City Police Department VII. Annual Report VIII. General CPRB SOP 06/15 Page 2 I. Complaint Process In an effort to assure the Iowa City community that the Iowa City Police Department's performance is in keeping with community standards, the Board shall review investigations into complaints about alleged police misconduct to insure that such investigations are conducted in a manner which is fair, thorough and accurate. The Board shall achieve this by receiving, reviewing and reporting on complaints in accordance with the procedural rules in Chapter 8 of the City Code, following the Board By -Laws, and Standard Operating Procedures and Guidelines. A. Complaints shall be filed in accordance with Chapter 8 of the City Code: 1. All documents and related materials filed with the Board shall not be returned. 2. Complaints filed in the City Clerk's Office shall be assigned a complaint number consisting of the last two digits of the present year with consecutive numbers, starting with one (1) (e.g. 98-1). 3. Complaint copies will be sent to the Equity Director, Police Chief or City Manager. The complaint copy sent to Board members shall have all references to police officer names and other identifying information deleted. A letter will be sent to the Complainant confirming receipt of the complaint and identifying the Equity Director as another resource for them to contact throughout the complaint process. 4. Board deadlines are contained in Chapter 8 of the City Code. 5. A copy of each complaint filed shall be provided to Board members in the next meeting packet. 6. Amendments to a complaint must be in written form. 7. The complainant may withdraw the complaint at any time prior to the Board's issuance of its report to City Council. B. Procedures for complaints subject to summary dismissal follow: A complaint that appears to be untimely filed or a complaint that does not involve the conduct of an Iowa City sworn police officer shall be handled in the same manner as outlined in subsection "A" of the Complaint Process. 2. The copy of the complaint furnished to the Police Chief or City Manager, shall include a cover letter from the Board indicating that it appears to be an untimely complaint or a complaint that does not involve the conduct of an Iowa City sworn police officer and will be reviewed by the Board at its next meeting. CPRB SOP 06/15 Page 3 3. The Board shall determine whether additional information is necessary to assess whether the complaint should be summarily dismissed and, if additional information is necessary, the method by which such information will be obtained. The methods available include an interview of the complainant by a subcommittee of the Board, a request to the complainant for a written submission on the issue presented and an investigation by the Board, but shall not include an invitation to the complainant to address the Board at a public meeting or an interview of the complainant at a public meeting. 4. Upon the completion of such investigation and the Board's determination that additional information is not necessary, the Board shall, by motion in open session, vote to determine whether the complaint will be dismissed under Section 8-8-3E of the Ordinance. The Board shall not discuss the facts or substance of the complaint at said open meeting. 5. If the Board dismisses the complaint, staff shall: a. Untimely Complaints: 1. Forward a copy of the decision to the Police Chief or City Manager including a cover letter stating that the complaint has been dismissed and that a report to the Board by the Police Chief or City Manager is not required by Chapter 8 of the Code. 2. Forward a copy of the decision to the complainant including a cover letter advising that although the complaint has been dismissed and will not be reviewed by the Board, there is a method for the complainant to file a complaint directly with the Iowa City Police Department. 3. Forward a copy of the decision to the City Council indicating the dismissal and referring to the section of the City Code. b. Complaints not involving a sworn Iowa City police officer: Forward a copy of the decision to the Police Chief or City Manager including a cover letter stating that the complaint has been dismissed and that a report to the Board by the Police Chief or City Manager is not required by Chapter 8 of the Code. 2. Forward a copy of the decision to the complainant including a cover letter stating why the complaint was dismissed. 3. Forward a copy of the decision to the City Council indicating the dismissal and referring to the section of the City Code. CPRB SOP 06/15 Page 4 4. If the Board determines the complaint shall not be dismissed, it shall so advise the Police Chief or City Manager so that the investigation may continue and make the required report to the Board. II. RESERVED 111. Meetings Regular meetings shall be held monthly. Special meetings may be called by the Chair as needed. The Board shall comply with the Board's By -Laws and the Board Standard Operating Procedures and Guidelines. A. Meeting packets shall be distributed to Board members at least two (2) days prior to a meeting when possible. B. Place of Posting Notices and Agendas. 1. Follow requirements of Section 21.4, The Code of Iowa. 2. The City of Iowa City provides the Notice Bulletin Board in the lobby of City Hall. C. Consent Calendar shall include: 1. Minutes of the last meeting(s); 2. Correspondence and/or memoranda directed to the Board (not complaint - related). Staff shall be given directions based on Board discussion as to whether staff shall respond or whether Board members shall respond, with copies furnished to the Board. D. Time for open public discussion shall be made available at all open meetings as provided by the Board By -Laws. E. Time for "Board Information" and "Staff Information" shall be made available at all meetings. F. Decisions made in executive session shall be ratified in open session. G. Taped minutes of open meetings shall be kept thirty (30) days from acceptance and approval of minutes. H. Taped minutes of executive meetings shall be kept for one year from the date of the meeting. To the extent practicable, legal counsel for the Board shall attend all meetings of the Board. CPRB SOP 06/15 Page 5 Electronic Participation Follow the requirements of Chapter 21, The Code of Iowa for "electronic meetings". 2. It shall be the rule of the Board to secure electronic participation by absent members whenever it is physically feasible where such participation is necessary or desirable because of statutory voting requirements or the importance of the subject matter to the public. This rule shall not apply to electronic participation by a majority of the Board members. K. Quorum and Voting Requirements 1. Quorum. See By -Laws. 2. Voting. See By -Laws. 3. Voting to close a session. See Chapter 21, The Code of Iowa. L. Iowa Open Records Law The Board must follow all the requirements of Chapter 22, The Code of Iowa, Examination of Public Records (Open Records). This means every person has the right to examine and copy the public records of the Board pursuant to that Chapter. 2. The lawful custodian of the Board public records is the City Clerk of Iowa City. If the City Clerk requires legal counsel concerning whether a document is public or confidential, the Clerk shall notify both the City Attorney's Office and counsel to the Board of the request. 3. In accordance with Iowa Law, the Board shall maintain the confidentiality of complaints, reports of investigations, statements and other documents or records obtained in investigation of any complaint as outlined in the Board's By -Laws. 4. In accordance with Iowa Law, the Board shall maintain the confidentiality of information protected by the Iowa Open Records Law as outlined in the Board's By -Laws. M. Iowa Open Meetings Law. In accordance with Iowa Law, the Board must follow all the requirements of Chapter 21, Official Meetings Open to Public (Open Meetings). 2. In accordance with Iowa Law, confidentiality of information protected by the Iowa Meetings Law as outlined in the Board's By -Laws. CPRB SOP 06/15 Page 6 N. Conflicts of Interest and Ex Parte Contacts 1. Conflicts of Interest. See By -Laws. 2. Ex Parte Contacts. See By -Laws. IV. Complaint Review Process The Board shall review all Police Chiefs reports and City Manager's reports concerning complaints utilizing Sections 8-8-6, 8-8-7 and 8-8-8 of the City Code and the Board Standard Operating Procedures and Guidelines. A. Review of Police Chiefs report or City Manager's report as outlined in Chapter 8 of the City Code. B. Select a level of review as outlined in Chapter 8 of the City Code. The Board shall notify the Complainant and the Police Chief, or the City Manager if the complaint is against the Police Chief, of the selected level of review. The Police Chief shall notify the officer of the selected level of review. C. Pursuant to Chapter 8 of the City Code, the Board may choose to subpoena witnesses or documents. 1. A motion to issue a subpoena to compel the appearance of a witness or for the production of documents may be made by any Board member pursuant to the voting procedure outlined in the Board's By -Laws. Such a motion if made in closed session will be ratified in open session. 2. The subpoena will be prepared by legal counsel for signature by the Board Chair. 3. Funds for the payment of witness fees, mileage and service will be issued by the City Clerk. 4. The subpoena may be issued to compel the appearance of a witness to be interviewed by a committee, of no more than two Board members assigned by the Chair, at a time and place determined by the committee. D. The Board may request an extension of time to file the Board's public report as outlined in Chapter 8 of the City Code. E. The Board shall not issue a public report critical of a police officer until after a name -clearing hearing has been held or waived by the police officer as outlined in Chapter 8 of the City Code. F. Name -clearing hearing procedure 1. If the Board determines that the comments or findings contained in its proposed report will be critical of the conduct of a sworn police officer, it CPRB SOP 06/15 Page 7 must offer the officer a name -clearing hearing prior to the issuance of the Board's report to Council. 2. The Board shall select a proposed date for the name -clearing hearing. 3. Written notice of the date, time and place of the name -clearing hearing shall be given to the officer no less than ten working days prior to the date set for hearing. The notice to the officer should be transmitted via the Police Chief. The notice to the officer shall provide a written response form for the officer to demand or waive the name -clearing hearing. Said written response form shall also allow the police officer to state whether he or she requests an open or closed session. 4. If the officer provides a written waiver of the name -clearing hearing prior to the date set for hearing, the hearing shall not be held. 5. If the officer does not respond to the notice prior to the time of the hearing, the hearing shall be convened. If the officer does not appear, the hearing shall be terminated. 6. If the officer demands a hearing or appears at the hearing, the Board will first determine whether the hearing shall be open or closed. If the officer requests a closed session, the Board shall close the session pursuant to motion specifically identifying an appropriate provision of Chapter 21 Iowa Code as the basis for closure. If the officer does not request a closed session the session shall be open except where closure is appropriate pursuant to Section 21. 7. Before the hearing, the Board shall advise the officer of the Board's proposed criticism(s). At the hearing, evidence supporting the criticism shall be presented. The officer shall be given the opportunity to be heard and to present additional evidence, including the testimony of witnesses. 8. If, subsequent to a name -clearing hearing or waiver of a name -clearing hearing by the officer, the Board changes its level of review, it shall issue a new written notice pursuant to subparagraph B, hereof. If, following said change, the proposed report is critical of the sworn officer's conduct, the Board shall offer another name -clearing hearing to the officer pursuant to the name -clearing hearing procedures herein. 9. The complainant shall not receive a notice of, or have the right to participate in, a name -clearing hearing. G. Report Writing — See Chapter 8 of the City Code The Chair shall appoint a committee to prepare draft reports. The committee may request assistance from staff as needed. 2. When possible, a draft report shall be included in the agenda packet prior to the meeting at which it is discussed. CPRB SOP 06/15 Page 8 3. Draft reports shall be discussed in executive session and finalized by the full Board. 4. Draft reports shall be confidential. 5. Final Public Reports shall be reviewed by legal counsel to the Board before being submitted to the City Council. H. Final Board Public Reports shall be distributed according to Chapter 8 of the City Code. The copy sent to the City Council shall be accompanied by the minutes of the meeting which approved it and be sent to the City Clerk for inclusion in the next Council agenda packet. I. Once the Public Report is sent to designated parties, the complaint file is closed. J. An exit survey tool will be mailed to the complaint and responses returned will be contained in the Board's annual report. V. Identification of Officers A. The reports of the Police Chief and the City Manager to the Board will identify the officers with unique identifiers, i.e. same number for same officer from one complaint to the next, but not by name. In its public reports, however, the Board shall not use the same number for the same officer from one report to the next, in order to guard against inadvertent identification of the officer to the public by the Board. The Board reserves the right, however, to identify the officer in a sustained complaint pursuant to Chapter 8 of the City Code and may obtain the officer's name from the City Clerk for this purpose. B. An allegation of misconduct or previous allegation of misconduct against an officer is not and shall not be used by the Board as evidence of misconduct. VI. Review of Policies, Procedures and Practices of the Iowa City Police Department As stated in Chapter 8 of the City Code, the Board's By -Laws, and Standard Operating Procedures and Guidelines, the Board shall, from time to time, report to the City Council on policies, procedures and practices of the Iowa City Police Department, including recommended changes, if appropriate. A. Policy -review discussions shall be held at regular meetings, when possible. B. Pursuant to Chapter 8 of the City Code, on at least one occasion each year the Board shall hold a community forum for the purpose of hearing views on the policies, practices and procedures of the Iowa City Police Department. The format, location, date and time, of the forum will be determined by the Board. The procedures and requirements set forth in the Board's By -Laws, will be satisfied. CPRB SOP 06/15 Page 9 C. When persons have a concern about police procedures or practices, but there is no allegation of individual officer misconduct, there may be an issue of policy. Any person or Board member may raise an issue at a Board meeting. D. The Board encourages signed written correspondence but will accept anonymous correspondence concerning policies, procedures, and practices of the Iowa City Police Department. VII. Annual Report The Board shall maintain a central registry of all formal complaints against sworn police officers and shall provide an annual report to the City Council which will give the City Council sufficient information to assess the overall performance of the Iowa City Police Department. A. The annual report shall include information required by Chapter 8 of the City Code. B. The Board's annual report may also include recommendations to amend Chapter 8 of the City Code. VIII. General A. The lawful custodian of the Board records and the central depository for all information is the City Clerk's Office of the City of Iowa City. B. The Chair is the official spokesperson for the Board. C. When legal counsel and/or staff are contacted on Board business, they shall report that information to the Chair and to each other. D. Contacts between a Board member and the Police Chief and/or City Manager shall be in the form of written communication when possible. E. Requests for information from the Board to the Police Chief or City Manager shall be in writing. F. The City Clerk's office shall provide the Board a monthly "Office Contacts Report," stating the number of telephone calls and in -office contacts which come directly to the City Clerk's office, the general substance of such contacts, and their disposition. G. Voice Mail telephone messages to the Board office shall not be retained nor will messages be transcribed unless there are extenuating circumstances on a case- by-case basis determined by legal counsel for the Board and the City Attorney's Office. H. The Board shall utilize its own letterhead stationery. CPRB SOP 06/15 Page 10