HomeMy WebLinkAbout1977-11-22 ResolutionF-w
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RESOLUTION NO. 77-446
RESOLUTION APPROVING THE PRELIMINARY DESIGN PLANS FOR
REDEVELOPMENT ON URBAN RENEWAL PARCELS 93-1/101-2
WHEREAS, the City Council of the City of Iowa City, Iowa, has solicited Offers
t:b Purchase and Redevelop Urban Renewal parcels; and,
WHEREAS, the City Council has, under the terms of the solicitation, reserved
the right to approve preliminary design plans of all redevelopment to occur on
Urban Renewal parcels;'and,
WHEREAS, Pentacrest Garden Apartments has submitted
preliminary design plans for the redevelopment of Parcels 93-1/101-2
in the'Iowa City Urban Renewal Project; and,
WHEREAS, said preliminary design plans have been reviewed by the City staff and
the Design Review Committee; and,
WHEREAS, recommendation from the staff and the Design Review Committee have
been received by the `City lCouncil,
I NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that the
preliminary design plans submitted by !2! crest Garden Apartment's
for the redevelopment of Parcels 93-1/101-; are hereby approved, subject to;
the conditions and reservations set ;forth in Attachment A'to this Resolution, which
attachment is by this 'reference hereby incorporated herein; and,
BE IT FURTHER RESOLVED that ,upon this, approval, necessary, permits may be issued "
for this development upon full compliance with all applicable codes and ordinances.
It was moved by 5&1LWtFti and seconded by UEUeaPr
that the Resolution as read be adopted and upon roll call 'there were:
AYES: NAYS: ABSENT:
Balmer
deProsse
Foster
Neubauser
1 _ x Ferret
Selzer
-—
�_ Vevera
Passed and approved this 22nd ' -da of November 1977.
? PP Y
,II
Mayor
7
/
ATTEST:
City C 1 CF,% ,l
ate_---
-- • *EIVED 1101/ 1 7 1977
LAW orrK[s or
I. I.EPP, LBPP, LEPP & HAUPEM'
ARTHUR O.LLrr rS[ BOUT" LINN STREET-P,O, OOR Z11 PMONt 333.7551
RHIL1P A. Lvr . IOWA CITY, IOWA AREA CODE 010
.ALAN R. LCrr' 52240
RI BRUCE HAUPCRT.
November 17, 1977
Mr'. Neal Berlin
City Manager
CivicCenter
410 E. Washington Street
Iowa City, Iowa 52240
Re: Design Review Committee - Pentacrest'
Garden Court Apartments
' Dear Neal,' "
Attached is the recommendation of the Design Review Committee
concP.rning:the proposal for.Pentacrest Garden Court Apartments.' Only �,..
two of us have had an opportunity to discuss this with. Jim Clark,
All members of the DRC greatly appreciated Jim Clark's presen-
tation, his eagerness to cooperate and his sincerity. His topographical
map and landscape 'plans,were particularly' useful. His; proposal, was one
of'i-the most complete ever .'submitted to the DRC. Our recommendation points
V'
out some, legitimate concerns -shared :by.the committee.
:
j You are now aware that our committee presently consists of 10
members, ,not 16 as provided for in Resolution 75-265.' We feel that 10 or,
,ter ll':is a more efficient numberand'seems to be workingwell. Fritz Louis
recently resigned from the DRC. He is a contracter with many years of
experience and'was an invaluable member. At your suggestion, we will
attempt to locate another member of the contracting trade to take his
place. I Unless otherwise 7advised `by you, we will not make an effort to
i
replace the other members.
i
If I can be of any assistance, meet with anyone, or do anything
which might benefit the function of the DRC or the wishes of the council,
please call me.
Sincerely,
R. Bruce Hauperx
RBH:sf
STAFF REPORT
REDEVELOPMENT DIVISION
PREPARED BY: PAUL GLAVES
NOVEMBER 17, 1977
SUBJECT: Preliminary Plans -- Parcels 93-1/101-2
9
1. Pentacrest Garden Apartments has submitted preliminary design plans for the
redevelopment of Parcels 93-1 and 101-2. The plans have been reviewed by the
Department of Community Development, the Department of Public Works, the Depart-
ment of Housing $ Inspection Services, the Legal Department, the Police Department,
and the Fire Department.
2. The following minor discrepancies were noted:
a. ,The site grading as shown will cause 'drainage to the corner of the southeast
building, and should be modified.
b. The species selection and placement in -:the planting plan can be improved
by changing the species 'of plant materials at certain locations to increase
the survival rate, 'and to minimize maintenance problems.
c.' Trash receptacles (dumpsters) need to be screened from view.
d.I The alley -only access to Burlington Street may pose,problems in the future.
It may become 'necessary ,to"make 'this alley one-way'or blocked at the north
end to minimize problems on ':Burlington Street at some time in the future.
!, With other access to Burlington precluded, however, the access should not
F' be;denied at this time.
"z
' e.The Fire Department noted two items (fire alarms and attic fire separation)
not shown on preliminary plans but which are to be on final detailed plans.'
'
This requires no action.,
f. 'Lighting and signage is not specifically shown on.the preliminary plans.
The redeveloper verbally, indicated there would beglobe lights in the
parking area and roof mounted lights for area illumination. The roof
mounted lights may pose a major problem:
3. The preliminary plans submitted by Pentacrest Garden Apartments are consistent
with the proposal tendered inresponseto, the solicitation of.Offers to Purchase
and Redevelop. Based on the staff',review;set forth above, the 'staff recommends
approval' of the, preliminary designlplans at this time, subject to the following
reservations.
a. " Prior to the installation of plant materials, a modified planting plan
should be submitted to the City after consultation with the Advanced Planning
Division.' The modified planting, plan should take into account the problems
noted with the use of specific species of plant material in specific
locations on the planting plan". The City Council should reserve in the
approving resolution the.right'to review and subsequently approve the
modified planting plan prior to installation of plant materials.
e
STAFF REPORT
REDEVELOPMENT DIVISION
PREPARED BY: PAUL GLAVES
NOVEMBER 17, 1977
SUBJECT: Preliminary Plans -- Parcels 93-1/101-2
9
1. Pentacrest Garden Apartments has submitted preliminary design plans for the
redevelopment of Parcels 93-1 and 101-2. The plans have been reviewed by the
Department of Community Development, the Department of Public Works, the Depart-
ment of Housing $ Inspection Services, the Legal Department, the Police Department,
and the Fire Department.
2. The following minor discrepancies were noted:
a. ,The site grading as shown will cause 'drainage to the corner of the southeast
building, and should be modified.
b. The species selection and placement in -:the planting plan can be improved
by changing the species 'of plant materials at certain locations to increase
the survival rate, 'and to minimize maintenance problems.
c.' Trash receptacles (dumpsters) need to be screened from view.
d.I The alley -only access to Burlington Street may pose,problems in the future.
It may become 'necessary ,to"make 'this alley one-way'or blocked at the north
end to minimize problems on ':Burlington Street at some time in the future.
!, With other access to Burlington precluded, however, the access should not
F' be;denied at this time.
"z
' e.The Fire Department noted two items (fire alarms and attic fire separation)
not shown on preliminary plans but which are to be on final detailed plans.'
'
This requires no action.,
f. 'Lighting and signage is not specifically shown on.the preliminary plans.
The redeveloper verbally, indicated there would beglobe lights in the
parking area and roof mounted lights for area illumination. The roof
mounted lights may pose a major problem:
3. The preliminary plans submitted by Pentacrest Garden Apartments are consistent
with the proposal tendered inresponseto, the solicitation of.Offers to Purchase
and Redevelop. Based on the staff',review;set forth above, the 'staff recommends
approval' of the, preliminary designlplans at this time, subject to the following
reservations.
a. " Prior to the installation of plant materials, a modified planting plan
should be submitted to the City after consultation with the Advanced Planning
Division.' The modified planting, plan should take into account the problems
noted with the use of specific species of plant material in specific
locations on the planting plan". The City Council should reserve in the
approving resolution the.right'to review and subsequently approve the
modified planting plan prior to installation of plant materials.
Staff Report
Redevelopment_ Division
November 17, 1977
Page 2
DESIGN REVIEW COMMITTEE
NOVEMBER 9, 1977 -- 4:00 p.m.
CITY MANAGER'S CONFERENCE ROOM
COMMITTEE MEMBERS PRESENT: Seiberling, Haupert, Lilly, Alexander, Sinek', Lafore,
Gutheinz, Wegman
COMMITTEE MEMBERS ABSENT: Summerwill
CITY STAFF PRESENT: Glaves, Wilkinson,Keating
OTHERS PRESENT:. Jim Clark
SUMMARY OF MEETING.DISCUSSION
Jim Clark was present to discuss the plans for Pentacrest Garden Apartments. The
location of the housing complex is south of Burlington, west of the proposed Perpetual
Savings and Loan site.
The complex will consist of 5'buildings. There will be 30 one -bedroom units, 30
two-bedroom units, and 36 three-bedroom units. There will be 5 units (l two-bedroom,
unit in each building) that will be totally accessible for ,the handicapped. Laundries
will be placed in each hallway.
In answer to the question, "To what extent did you have your landscape architect
consider trees for shade?", Mr. Clark responded, that in his original plan he had been
short167 trees but that deficit has now;been corrected. The committee stressed their
feeling ,;that 'the trees and energy conservation efforts should be insured on, the plans.
Seiberling stated that this development/ should serve as an example for others.
A discussion followed regarding the elevation drawings and the layout of the roof
trusses'r'and the relationship between the side elevations and the front elevations.
Mr. Clark pointed out that he intends to eliminate anything on the roof that will
require much maintenance. When questioned'about the type of roofing' materials he
would use, Mr. -Clark -stated that,he would be using asbestos shingles.
In response to questions about the brick, type of windows, and color of paint, the
following. points were made. There are different tones of color indifferent'runs but
" the brick used in this project will blend enough so that difference in color is hard
to detect. The window frames will be aluminum, colored brown (the glass will be
amber).
There,was a question as to whether it would be possible to line up the area that will
be open ;,space with Capitol Street. It was pointed out that the setback of the
buildings in this area is due to the easements reserved 'for 'utilities. It was also
pointed out, that all utilities will be underground.
iia o
Design Review Committee
November 9, 1977
PaBe 2
A concern about trash collection was raised. There will be trash containers, probably
dumpster types, and they will be taken care of by commercial pickup. There was con-
cern as to whether these containers could be concealed in some way. It is conceivable
that they could be concealed on two sides (one sidewould need to be open for residents
to use to deposit their trash and one side would need to be open for emptying).
A discussion was held regarding maintenance of the property. Mr. Clark stated that
he:would use a resident manager and histwofull-time maintenance men. With regard to
'
weed control
Mr. Clark indicated his crews would perform these 'chores in the spring
and probably also in the fall. If the weeds are controlled, the job of mowing can
'be done less frequently,.
In regard to the lighting of the area, Clark stated that there would be lighting in',
the parking areas as well as alight on 'top of each building. While these lights
will be somewhat brighter than in most residential, areas, ,Clark felt the brighter
lights are necessary in a project such as this.
There was concern voiced about identification and directional signs. Mr. Clark in-
dicated'that although he wasn't sure about the specifics of the signs they would be
w' c aracter of the building. He further indicated-that they,
done in'kee in ith the h g
P S
would have to be very, strong (probably of )iron) and could conceivably be placed on
the buildings themselves.
When asked about heating and insulation, Mr. Clark responded that the apartment would
be, heated with hot water heat which is most efficient. The insulation will be 8"
in the ceiling and 3�11,in the walls.
Since there were no further questions of Mr. Clark, Chairperson Haupertithanked him
for coming and he was excused from the remainder of the meeting.
The following concerns were voiced by committee members.
I
about the use of Russian Olive ,and H
'SeibeTling and Gutheinz expressed concern oa P
not suited for such an area and in fact,
'Crabapple ,trees. The Russian Olives are.
PP
are not growing well at all now. The concern over,the crabapple trees stems from the
g g
size land 'droppage of the fruit.`- Several members felt that 'a re-evaluation of the
p g specific changes were necessary.
)sotto s should be done and that s ecifi
There, was also concern about the sugar maples that are to be planted in the islands
and parking lots; It was pointed out by Gutheinz that these trees are intolerable
to exhaust fumes andsalt spray', from snow removal.
Also a:major concernseemed to be a feeling that the building was dull, routine,
monotonous, and uninteresting. ]It was felt that this building does not take
!advantage of aunique' opportunity in the Urban 'Renewal project'. It does not capitalize
on the view of Old Capitol. °Haupert expressed his concern that Clark had not hired
an architect for this project.
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� - - _ _
s RESOLUTION N0.
77-447
,F RESOLUTION APPROVING PRELIMINARY AND FINAL
LARGE SCALE RESIDENTIAL DEVELOPMENT FOR
PENTACREST GARDEN COURT APARTMENTS
WHEREAS, the owner, James Clark has
filed with the City Clerk of, Iowa City, Iowa, an application for approval
for a large scale residential development for the following described
premised located in Iowa City, Johnson County, Iowa, to -wit:
?' Parcel No. 93-1 'Lot 1, 2, 3, and 4 in Block 93, in Iowa City, Johnson
County, Iowa, according to the recorded plat thereof.
Parcel No. 101-2 All of Lot 5, all of Lot 6, Lot 7: except the north
50 eet oart —east 25 feet of said lot, Lot 8 except the east 25 feet
of said lot, in Block 101, and the Capitol St.r-o-w from the south r -o -w
line of Burlington St:. tothe north r -o -w line of Court St., Iowa City,',
Johnson County, Iowa,, according to the recorded plat thereof,, subject to
an easement over the followingdescribed area:
Commencing at the Northeast corner; of Block 93 of the Original Town of
Iowa City, Iowa; ithence 'easterly along the south r -o -w line extended ofl,
Burlington St., 22:86 feet to the point of beginning'; thence southerly
320.00 feet from said r -o=w line along a line parallel to the east line of
Block 93;'thence ,westerly :11.00 feet along a, line parallel to the north'
� r -o -w line'of Court St.; thence southerly 60:00 feet along aline parallel
to the.east line of'Block ,93'to the north r -o -w line -extended 'of Court St.;
thence easterly 68.00 feet along said r -o -w line extended; thence northerly
5.00 feet 'along a line parallel to the east line of Block 93; thence
Westerly 22.00 feet along 'a line parallel to the north r -o -w line of Court
St. extended; ,thence 'northerly 375,00 feet along a line parallel to then
east line of Block 93 to the south r -o -w line extended of Burlington St:;
westerly along the>south'r-o-w'line of Burlington St., 35.00 -feet
thence we y g i
to the, point of beginning.
WHEREAS; said property is owned by the above-named party and no
dedications are required and have been submitted; and, i
WHEREAS, the Department'of Community Development and the Public
Works Department havel,examined the proposed large scale residential
development and have approved the same; and,
WHEREAS, the said large scale residential development has been
examined,by,the Planning and Zoning Commission and after due deliberation
said Commission has recommended that it be accepted and approved.
WHEREAS, said large scale residential development is found to conform
with, requirements'of-the City ordinances of the City of Iowa City, Iowa'.
1'
^7
RESOLUTION R0. 77-448 •
RESOLUTION AUT11ORIZING THE SALE OF URBAN RENEWAL PROPERTY
WHEREAS, the City of Iowa City, Iowa, has under date September 2, 1970, entered
into a contract for loan and grant with the United States of America; and,
WHEREAS, the City of Iowa City, Iowa, has undertaken pursuant to said contract
an Urban Renewal Project known as the City -University Project I, Project Number
Iowa R-111; and,
WHEREAS, the City of Iowa City, Iowa, has received an entitlement of funds
pursuant to the Housing' and Community Development Act of 1974; and,
WHEREAS, the City of Iowa City, Iowa, has pursuant to the provisions of Title 24,
Part 570, Section 570.801(c), of the Code of Federal Regulations, transferred
Community Development Block Grant funds to said Urban Renewal Project, and transferred
control of certain real property ,acquired ',in carrying out said Urban Renewal!Project
to the, City Council of the City of Iowa'City from the City 'Council `acting as, LPA, by',
Resolution Number 76-446, dated December 14, 1976;, and by Resolution Number 77-312,
dated August 9,'.'1977; and,
WHEREAS, the City Council of Iowa City, Iowa, caused to be issued a solicitation'
of Offers to Purchase Land for Private' Redevelopment; and,
WHEREAS, Offers to Purchase Land for Private Redevelopment were received and
opened by the City of Iowa City on September 15, 1977; and,
WHEREAS, the City Council of the City of Iowa City is now desireous of 'selling
disposition Parcel 81-1 to, Richard L Pieper
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that
pursuant to the authority granted by Section 403 of the 1977 Code of Iowa and
Section 570.801(c) of Part 570; Title 24, Code of Federal Regulations, the Mayor
and 'City Clerk 'are hereby authorized and 'directed 'to execute, on behalf of the City
of Iowa City,',a contract for Sale of Land for'Private Redevelopment by and between
Richard `L.:Pieper
and the City of Iowa City, Iowa, a copy of which contract is attached hereto, and
incorporated herein, such land to be sold to Richard L.',Pieper
Disposition Parcel 81-1 as more
particularly described in said contract. ,Upon execution of, the contract by the
City and Richard L.''Pieper
the City Manager,is authorized and directed to ,prepare a deed for said property and
deliver the deed'.to Richard L: ''Pieper
upon receipt of, payment for said property.
It ,was moved by8alwf►t' and seconded by_Q�
that the Resolution as read be adopted and upon roll call there were: i
H 86
Res. No.
77-448 -2-
AYES:
NAYS: ABSENT:
Balmer
deProsse
Poster
Neuhauser
x
Perret
Selzer
Vevera
Passed and
approved this 22nd, day of
November 1977•
tUnilVol
ho tui(
Mayor
ATTEST:
City perx
CORPORATE SEA LI-
y
�scrn�n .a,rn
9 Y 5m; 'i i�
r,
87
�Z
0
CONTRACT FOR •
SALE OF LAND FOR PRIVATE REDEVELOPMENT
AGREEMENT, consisting of this Part I and Part II annexed hereto and
made a part hereof (which Part I and Part II are tooether hereinafter
called "Agr ement"), made on or as of the o7_i r� day of
�j� 1977, by and between the City of Iowa
City, Iowa, a public body corporate (which, together with any successor
public body or officer hereafter designated by or pursuant to law, is
hereinafter called the "City"), established pursuant to the statutes of
the State of Iowa: pertaining to Municipalities, Cities, Towns, and
particularly Chapter 403 of the Code of Iowa as amended (hereinafter
called "Urban Renewal Act") and having its office at the Civic Center in
the City, of Iowa. City, State of Iowa, and Richard L. Pie er
a', sole proprietor organized an existing under the laws of
-the State of Iowanereinafter called "Redeveloper") and
having an' office for the transaction of business at -^D^ Clinton Street
'Mall in the City of Iowa City ,'County OT Johnson _+
and State of ,Iowa WITNESSETH:
WHEREAS, in furtherance of the objectives of the Urban Renewal Act,
the City; has undertaken alprogram for the clearance and reconstruction
or rehabilitation of slum'and,blighted areas in the City, and in this
connection is 'engaged in carrying out an urban renewal project (herein-
after called "Project") in an, area (hereinafter called the "Project
Areal located in the City; and
WHEREAS, as of the date o. thus Agreement there has been 'prepared'
and approved by the City an urban renewal plan for the Project, con-
sisting'of'("The'Urban Renewal Plan, datedSeptember 3, 1969, by Resolu-
tion No: 2157, as:amended from time to -time and as it';may hereafter be
further amended pursuant to law, and as so',constituted, is unless;othei-
wise indicated by the context, hereinafter called "Urban Renewal Plan'%
Wand
WHEREAS, a copy of the Urban Renewal Plan as constituted on the
date of the. Agreement has been recorded among the land records for the
'place in which the Project 'Area is situated; namely,, in the Office of
Record in Book 490 atpage'408, and has been filed
the Johnson County R
in; the Office of the Clerk 'of the 'City located at the Civic' Center in
the City; and
WHEREAS, in order to enable the City to achieve the objectives of
the Urban; Renewal Plan and particularly to make the land in the Project
ea available for'redevelo redevelopment b private enterprise for redevelopment
Ar P Y
.
in accordance with the Urban Renewal Plan, both the FederalGovernment
d substantial
and have rovide s
d the Cit have undertaken to provide p
'an Y
a Contract for Loan and Capital Grant .dated
u Con r
"aid`,and assistance through P
f t e Federal Government;• and
September 2, 1970, in the case o h
WHEREAS, pursuant to Chapter 403, Code of Iowa as amended, the City
has offered to sell and the Redeveloper is willing to purchase certain
real property located in the Project Area and more particularly described
s �
in Schedule A annexed hereto and made a part hereof (which property as
so 'described is hereinafter called "Property") and to redevelop the
Property for and in accordance with the uses specified in the Urban
Renewal Plan and in accordance with the Agreement; and
WHEREAS, the City believesthatthe redevelopment of the Property
pursuant to the Agreement, and the fulfillment generally of the Agree-
ment, are in
greement,',are_in the vital and best interests of the City and the health,
safety, morals, and welfare of its residents, and in accord with the
(public purposes and provisions of the applicable Federal, State, and
ilocal'laws and requirements under which the Project has been undertaken;
and
WHEREAS, the City has acquired title to certain property described,
in Schedule A hereof:
NOW, THEREFORE, in of the premises and the mutual
obligations of, the parties hereto, each of them does hereby covenant and
agree with the other as follows:
SECTION 1. SALE: 'PURCHASE PRICE
Subject to all the terms, covenants, and conditions of the Agree-
ment, ment, the City will sell the ,property described in Schedule A
for and the Redeveloper will purchase
hereof to the Redeveloper, P
the property from the City and pay therefore, the amounts set forth
in Schedule D hereof, subject to the terms and 'conditions of
Section 2 of this Agreement. The amounts set forth in Schedule U,
hereinafter called "Purchase Price," are to be paid in cash or by
certified check simultaneously with the delivery of the deeds
conveying the property tolthe Redeveloper.
SECTION 2. CONVEYANCE OF PROPERTY
i
(a) Form of Deed. The City shall convey to the Redeveloper title
to tib a property by Special Warranty Deed (hereinafter called
"Deed").,(Such conveyance'and title, shall, in addition to the
condition subsequently provided for in;`Section 704, PartII,
hereof, and to all other' conditions, covenants, and Agreement, '
tions set forth or referred to elsewhere in the gr , be
subject to:
(1) Such easements as it shall have been necessary, pursuant
the Cit
to the Urban Renewal Plan, for y to reserve for
itself or for 'future dedication or;grant, for sewers,',
drains, water and gas distribution lines, electric,
telephone, and telegraph installations, rights-of-way and
access or as
described or referred to in "Schedule A
description of property, attached hereto and referenced
as a part hereof
(2) All conditions, covenants and restrictions contained in
said Urban Renewal Plan and Part I'and 11 of this Contract.
-290
yI;
(b) Time and Place for Deliver of Deeds. The City shall deliver
the Deed an possession'of the property to the Redeveloper
upon payment of the purchase price in full upon such dates as
called for in this Agreement. Conveyance shall be made at the
principal office of the City and the Redeveloper shall accept
such conveyance and pay to the City at such time and place the
-
purchase price in full for each, parcel delivered.
(c) :Recordation of Deeds. The Redeveloper shall promptly file the
Deeds for recor atton among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs (including the cost
of the State documentary stamp tax on the Deeds, for which
stamps in the proper:amount shall be affixed to the Deeds by
the Redeveloper), for.so recording said Deed.
(d) Delivery of the Abstract.` The City will furnish to the 'Rede-
ve oper to advance of the closing on each, parcel,; an abstract
of title showing good marketable title in the City of Iowa
°'' assessment s or other, Iowa, free and clear of all taxes ,
''encumbrances except as hereinbefore specified. The abstracts
of title shall be at City expense and will be certified.by a
qualified abstracting company to the close'bf business as the
con-
closest' practical date prior to the date of.the deed of con-'
p P
veyance. The 'cost of obtaining an attorney's examination, of.
veyanc 9.
and or the'. :cost of obtaining
the abstracts for title'opinion/ 9
title'insurance,;if required, shall be at the expense of the
Redeveloper.
(e) Delivery 'of Prom�o ert��. The City will deliver the property
described in Schedule A hereof at the time set forth in Schedule
C hereof. The Redeveloper agrees to pay for and accept title
of such property,',as;called for in this Agreement and agrees'to
begin development promptly on the property conveyed within the
time called for in this Agreement. Failureiby the Redeveloper,
to pay 1..„for and accept delivery of the urban'renewal,'land as
called for herein will result in forfeiture',. of theideposits'
posted with the City by the Redeveloper attributable to such
property, without limiting the City as to other remedies
v
against the Redeveloper. In the event the City is -unable to
deliver the property as called for in Schedule C to the
Redeveloper, the Redeveloper shall have the option of rescinding
the development contract only as to such parcels in default by
:causing a written notice to be'served upon the City of the
exercise of.such option: "Upon, receipt by the City of this
notice, the City shall have ,sixty '(60) days to cure the
default by tendering the ,property covered in the notice to the
Redeveloper: If the City is unable to cure the default within
the sixty (60) days as provided herein, the Redeveloper shall,
' to accept the
soption,'stand :relieved of its obligation
at tt P
parcel or parcels involved and the.City shall, in such event,
promptly, refund that portion of the Redeveloper's deposit
attributable to such parcels to the Redeveloper. It is expressly
understood and agreed that the City shall have no other
liability, direct or indirect, to the Redeveloper on account
of delay or inability to deliverlandto the Redeveloper as
'21 91
-3-
t
called for in this Agreement and the Redeveloper's remedy in
the event of default by the City in delivery of urban renewal
land is hereby specifically limited to rescinding the contract
as to such land as provided in this paragraph.
(f);
Default b Redeveloper. In the event the Redeveloper fails to
accept a every of and pay for one or more parcels of property,
as called for in this Agreement, the City may, at its option,
call the entire Agreement, or the Agreement as it applies to
any part of the property, in default, serve a proper notice of
forfeiture upon the Redeveloper and terminate this Agreement
in its entirety except, that forfeiture of this Agreement shall
not relieve the Redeveloper of the obligations imposed by this
Agreement as to property already delivered to the Redeveloper.
SECTION 3. GOOD FAITH DEPOSIT
(a),
Amount. ,The Redeveloper, has, prior to or simultaneously with
t e execution of the Agreement by the City, delivered to the
City a-geed-€a4th-depes4t-or-a-surety-befld-4n- the- penal -ameunt
ef---------------------- -------- ------------- De44ars-,-{ten-',
pereent- 0 -of-the-purehase-pr4e r4n-wh4eb-the-C4ty-4s-tbe
ed-ey--------------------------------a-sufety
eb44Q ee;-4ssu---
eempany-,,regular4y-engage -4n-t e-4ssuanee-ef-sue -tinder
tak4ngs-and-en-the-14st-e#-surety-eempaii4es-appreved-by-•the
t-sasq-anaeunt -ea-gash
Un4ted-States-Treasue=€ee-at leas ,,,
y
ew a. certified check satisfactoryto the Cit, y in the amount of
Nine Hundred and Twenty '($920) ----------- ,Dollars, herein-
after called 'Deposit,' as security for the performance of the
obligations of the Redeveloper to be performed prior to the
return of the Depositlto the Redeveloper, or its retention, by
the Cityias liquidated damages, or its application on account
of the: Purchase Price, as, the case may be,', in accordance with
the Agreement.
The Deposit, if cash or certified, check, shall be deposited in
an account of the City in a bank'or trust company selected by
(b)
'Interest. The City shall be under no obligation to pay or
earn'j nterest on the Deposit, but if interest is payable
thereon such interest when received by the City shall be
promptly', paid to the Redeveloper.
(c),
Retentionby City_: Upon termination of the Agreement as
'prove a -in ectnons,703 and 7041 of Part 11 hereof, the
Deposit or the proceeds of the Deposit, if not theretofore
returned to the Redeveloper pursuant to Paragraph (d) of this
Section,'', including all interest payable to such Deposit or the
proceeds thereof after, such termination, shall be retained by
the City Agency as provided in Sections 703 and 704 of Part Il
hereof.
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(d) Return to Redeveloper. Upon termination of the Agreement as
provided in Section 702 of Part II hereof, the Deposit shall
be returned to the Redeveloper by the City as provided in
Section 702 of, Part II hereof.
SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The construction of the Improvements called for in this Agreement
shall be commenced and completed in accordance with Schedule D
hereof Provided,
that if a mortgage securing money loaned to finance the Improve-
ments, or any 'part thereof, is insured by the Secretary of Housing
and Urban Development,then the aforesaid completion time shall not
apply, but instead the construction of the Improvements, or any
part thereof, 'shall be completed within the time specified in.the
applicable' Building Loan Agreement approved by the Secretary of
Housing and Urban Development.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) Time: :for 'Submission of Preliminar Desi n Plans. The Rede-
ve oper shallsubmit Prelim Design Pans as called for in
Section 301 of Part II of this Agreement as soon as possible
after the time for: conveyance set forth in Schedule C hereof,
and shall' submit suchplansin no event later than 10 days after
time 'for conveyance.
(b) Time for Submission of Construction Plans. The Redeveloper
s-all: su mit construction; plans as, ca 11ed.for in Section 301
of Part lI of this Agreement as soon as possible after approval
of the Preliminary Design Plans by; the City Council.,' and in no
event; later than sixty-(60) days prior to the time for 'start
of"construction''calt ed -for -in'Schedule D,bereof.
(c), Time'for Submission of Corrected Plans. In the event that
Breliminary Design Pans or Construction, Plans are rejected by
the City, as set ,,forth in'Sectionl301 of Part II of this
Agreement, the Redeveloper; shall submit corrected plans
within thirty (30) days of said rejection.
(d) If any hardship shall exist in complying with the foregoing'
provisions of this Section, the Redeveloper may petition to
the City in writing for an extension of time for performance
' detail
the
of any pert of this Section, setting forth-1n
reasons:for-needing such extension.
SECTION 6. PERIOD OF DURATION OF COVENANT ON USE
The covenants pertaining to the use of the Property, set forth in
Paragraph (a) of Section 401 of Part II hereof, shall remain in
effect from the date of the Deed until October 2, 1994, the period,
specified or referred to in the Urban Renewal Plan, and shall
automatically extend for five year periods thereafter, unless
changed by the City Council.
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SECTION 7. NOTICES AND DEMANDS.
A notice, demand, or other communication under the Agreement by
either party to the 'other shall be sufficiently given or delivered
if it is dispatched by registered or certified mail, postage
prepaid, return receipt requested, or delivered personally, and
(i) in the case of the Redeveloper, is addressed to or delivered
personally to the Redeveloper at
Hawkeye Barber Stylist
Clinton Street Mall
Iowa City,', Iowa 52240
AND
(ii) An the case of the City, is addressed to or delivered personally
to the:
City Manager
Civic Center
410 E. Washington St.
Iowa City, IA 52240
or at such other address with respect to either such party as that
may, from time to time, designate in writing and forward to the
other as provided in this Section.
SECTION 8. COUNTERPARTS
The A:9 reement is executed in three (3) counterparts, each of which
shallconstitute one and the same instruments.
SECTION 9 ADDED PROVISIONS
All contract provisions of Part II of the - Contract for Sale of Landlfor
Private Redevelopment" as submitted by the City of Iowa City, in Proposal
Packet are hereby, incorporated by; reference' and made a part of this
Agreement es ',fully as if set ',forth herein and in addition thereto the
following provision is added as Paragraph C of Section 503.
"c. .Upon completion of the, improvements to be constructed upon said
. I
arcel.'.'a d u on the issuance of
a certificate of completionletion
pursuant to Section 305 hereof, the Redeveloper shall have the
right to sell' or assign his interest in said parcel without the
I approval of the City of Iowa ..City.
IN WITNESS WHEREOF, the City has caused the Agreement to be duly
executed in its name and behalf by its Mayor and its seal, to be hereunto
duly affixed and attested by its City Clerk, and the Redeveloper has
caused the Agreement to, be duly executed in its name and behalf by 0 Y Y
and its corporate seal to be hereunto duly affixed
P Y
and attested by its Secretary, on or as of the day first above written.
94
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INDIVIDUAL
ACKNOWLEDGEMENT
STATE OF Iowa
COUNTY OF Johnson
:ss
On this PA day of November A.D., 19 77 , before me,
-z
a Notary Public in and for said County
and State, personally appeared L, P,PPov to me
known to be the identical
person — named in and who executed
the foregoing instrument,
and acknowledged that lie
executed the same as
h,s - voluntary act and deed.
IN WITNESS WHEREOF,
I have hereunto signed my name and affixed my
:Notarial Seal the'day and
year last above written.
Notary Public in and for \sr-'
County, ,State of: rl-n a7f a
My Commission expires
rig
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SEPI`•
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n.
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SCHEDULE D
PRICE OFFERED
SCHEDULE C
TIME FOR CONVEYANCE
PARCEL NO.
DATE
81-1
November 30, 1977
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4,
99
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SCHEDULE D
Improvements
on the parcel listed
below will
commencee and be
completed in
m p
accordance with the
following schedule:
g
PARCEL NO.
COMMENCE
ESTIMATED COMPLETION
81-1
December 30,
1977
six months after
completion
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100
Part 11
I�
of
,
CONTRACT FOR
,
SALC`OF LAND FOR PRIVATR REDEVELOPMENT I
:
By and Between
,I
IRICHARD L. PEIPER
k.
:
and
I :
The. City of Iowa City, Iowa
101
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ARTICLE 1. PREPARATION Of PROPI.R"I'i IOIt PCDI:VL1-01'14EN1
SECTION 101. DE14OLITION AND SITL CLIARANC.I..' It is agreed that the
City shall —coney and the redevelopershall accent. the property Set
forth in Schedule A of this dgreenurnt. AS IS and it is expressely
agreed that the City makes no warranty, express ar implied, regarding
subsurface conditions and that the City shall have no liability for
any damages arising: from subsurface conditions. It is further
agreed that any contracts or specifications for site demolition and
clearance which may have been examined by the redeveloper were
examined for information purposes only, and that the City shall
assume no liability for any defects or variance from the specifications
for work previously completed'.
SECTION 102. .EXPENSES, INCOiE AND_SAIVAGL. All expenses, including
current taxes; if any relating to buildings or other structures
demolished or to be demolished in accordance with Section 101
hereof shall be borne by, and all income or salvage received as a
result of the (demolition of such buildings or structures shall
belong to the ',City.
SECTION 103. CITY'S RESPONSIBILITIES FOR CERTAIN' OTHER ACTIONS'. The
rCity,wit
outexpense;to the TR valopel! or assessment or ;claim
against the property, shall cause the restriction of traffic and
construction'of public improvements on existing street rights-of-
ights-of-way,.and
way, andthe construction of parking structures as specifically iset
forth in the.Urban Renewal Plan. Provided, the City reserves the
-
right to make future modifications—to the traffic circulation
system and to the public improvementswhen such changes are deemed'
necessary and in the public interest, and further Provided in the
event: that the City, after a good faith attempt to do so,lis unable
to construct the parking structures due to an inability to issue
revenue bonds,: the City shall be without liability to Lhe'developer
or the developer's assigns.
(a) Installation of Public Utilities ;The Installation or re-
''
location by the City or public utility company of such sewers,
drains, water and gas distribution lines,electric, telephone,
and ,telegraph lines and all other public utility lines,
-'
-:installations, and facilities as are necessary to be installed
or relocated on or in connection with the Property by reason
of the redevelopment contemplated by the Urban Renewal Plan -
and the development of the Property: Provided, that the City
shall not be responsible' for, nor bear any portion of the cost
installin the necessary utility connections within the
of y
9
boundaries of the Property between the Improvements to be
constructed on the Property by the Redeveloper and the water,
" sanitarysewer, and storm drain mains or tither public utility
lines owned by the City or by any public utility company
within or without such boundaries, or Plectric, gas, telephone,
or other public utility line owned by any public utility
company within or without such boundaries, and the Redeveloper
shall secure an for required for any such installation
without cost or expense to the City.
1 JL02
SECTION 104. WAIVER OF CLAIMS AND JOINING IN PETITIONS 13Y REDEVELOPER.
The ReJeve operliereby waives (,i. the puicliaser of the Properly
under the Agreement and as the owner after the conveyance of the
Property provided for in the A,Ireemenl) any and all claims to
awards of damages, if any, to compensate for the closing, vacation,
restriction,change of restriction or change of grade of any
street, alley, or other public right-of-way within or fronting or
abutting on, or adjacent to, the Property which, pursuant to
Section 103 hereof, is to be closed or vacated, or the grade of
which is to be changed, and `shalI upon the regeest of the City
subscribe to, and join with, the City in any petition or proceeding
required for such vacation, dedication, change of grade, and, to
the extent necessary, rezoning, and execute any waiver or other
document in respect thereof:
ARTICLE II. >RIGHTS 'OF ACCESS TO PROPERTY
SECTION 201. RIGHT OF ENTRY FOR UTILITY SERVICE. The City reserves for
itself, the City, and ;any public utility company, as may be,appro-
priate 'the ' unqualified right, .to enter upon the,, Property at all
reasonable times for the purpose of reconstructing, maintaining,
repairing, or:servicing the public utilities located within the
Property, boundary lines and provided for, in the easements' described
or',referred to in Paragraph (a),, Section'2 of Part I hereof.
SECTION 202. REDEVELOPER NOT TO CONSTRUCT OVER UTILITY EASEi4ENTS. The
Redeve oper sha not,construct'any building or other,structure'or
improvement on; over, or within the boundary lines of any easement
for public utilities' described' or referred to'in Paragraph (a),'
Section 2 of Part I hereof, unless such construction is provided
for"in such easement or has been approved in writing by the City
.,
a ive of all affected ublic
`ineer, or the 'authorized re 'resent tl P
Eng P
utility.
SECTION 203. ACCESS TO PROPERTY. Prior to the conveyance of the
c Property by t e CitYhtoRthee developer,er, the Cityshall-permit
representativesof te'edeeloper to have access to any _Property
to;which.the City holds title', at all reasonable times for the
purpose of obtaining data and making various tests concerning the
sar .to carr out the Agreement. -After ,the cov-
ert neces 9
Prop y. Y Y
veyance of the Property by the City to the Redeveloper, the Re-
developer shall permit employees, or r re presentatives of the
city, access to the Property at all reasonable' times for the pur-
poses of the Agreement; including,. but not limited to, inspection
of, all work being performed in connection with the; construction of
the Improvements. No compensation shall be payable nor shall any
charge be made in any form by any party for the access provided for
in this Section.
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ARTICLE 111. CONSTRUCTION PLANS; CONSiRUL 1ION v
IMPROVEMENTS; CERTIFiCATI! 017 COMPLLIION
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SECTION 301. PLANS FOR CONSTRUCTION Of IMPROVEMENTS. Whenever used in
tTitsTgreement the term prelnnui,ny design plans"shall include a
site; plan and preliminary plans for Improvements which clearly show
the size, location, and external appearance of any structures,
along; with such other information as is necessary to fully deter-
mine the intentions of the redeveloper. The term "construction
plans" shall mean all plans, specifications, drawings, or other
information required to be submitted for issuance of any permit
called for by; applicable codes and ordinance. The term "Improve-
ments", as used in this Agreement, shall be deemed to make reference
to.any buildings, structures, renovations, or other improvements;
as provided for and specified in this Agreement, preliminary design
plans, and construction plans.
The Redeveloper shall, prior to the construction of the ,Improve-
ments called forinthis Agreement, submit for approval by the City
Council preliminary design plans, and such other information as is
necessary for the City'Council'to fully determine the, intentions of
the redeveloper. Such plans shall be submitted no later than the
time specified therefor in Paragraph (a), Section 5, of Part I
hereof. It is expressly understood that. the preliminary design
plans shall be submitted to review by the City's Design Review
Committee. Approval of such preliminary design plans by; the City
Council shall in no way relieve the redeveloper of the respon-
sibility for obtaining ,all required permits and otherwise fully
complying with all applicable state and local codes and ordinances.
Following approval'pf preliminary design plans by the City Council
the redeveloper shall submit construction plans and other informal -
tion necessary to obtain all permits required by applicable codes
and ordinances.
The preliminary design as defined herein, shall in any
,plans,
event, be deemed approved by the City. Council unless rejection
thereof in writing shall be set forth by the City within forty (40)
days after the date of their receipt by the City Clerk. If the
City; so rejects such preliminary design plans in whole or in part;
i;
the Redeveloper shall submit new or corrected preliminary design
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the rejection, within"
in >
P laps which correct the defect se t forth J
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the time specified therefor in paragraph 'C, Section 5, of Part I
hereof.eof. The provisions;of this section relatingto approval,
rejection, and resubmission of corrected preliminary design plans
herein above with respect to the original plans shall
,provided
continue o a ly until the preliminary design plans have been
PP
approved by the City Council.'
All work with respect to the Improvements to be constructed or
provided by the redeveloper on the property shall be in conformity
with:the preliminary design plans as 'approved by the City Council.
Construction plans called for herein shall be consistent with and
logical extensionsof the preliminary design plans approved by the
City ,Council:
10.3 104
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SECTION 302. CHANGES IN CONSTRUCTION PLANS_. if t e Redeveloper
desires to make any c angel in tle preliminary design plans after
1 I R A 1 hall submit
their approval by the City Counci , Lie e eve oper s
the proposed change to the City Council I'or iLs approval. Changes
in construction plans as defined herein, may be approved by the
Department of Housing and Inspection Services, provided that such
changes will not cause" the Improvement to be constructed in a
manner not consistent with the preliminary design plans as approved
by Council. ,
SECTION 303. COMMENCEMENT AND COMPLL11ON'01 CONSTRUCTION OF IMPROVEMENTS.
— fTRedeveloper agrees for itsee, its successors and assignT s, and
every successor in interest to the Property, or any part thereof,
and the Deed shall contain covenants on the part of the. Redeveloper
for itself and such successors and assigns, that the Redeveloper,
and such successors and assigns, shall promptly begin and diligently
pursue to completion the redevelopment of the Property through the
construction' of the Improvements thereon, and that such construction
shall in any event be, begun within the period specified in Section
4 of Part T hereof and be completed within the period specified in
such Section 4. It is ,intended and agreed, and the heed shall so
expressly provide, that such agreements and covenants shall be
covenants running with the land and that they shall, in any event,
and without regard to'; technical classification or designation,
legal or otherwise, and except only as otherwise specifically
provided in the Agreement itself, be, to the'fullest extent perinitted
by, law and equity, binding for the benefit of the community and the
City and enforceable by the City against the Redeveloper and its.
successors and assigns to or of the .Property ol'any part thereof or
,.
any interest therein.
SECTION 304. RROGRESS REPORTS. Subsequent to conveyance of the Property,
or; any part t ereof, to the Redeveloper, and until construction' of
the Improvements has been completed; as set forth in Section 305
hereof, the Redeveloper shall make reports, set forth' the status of
Improvements'; construction' schedule, and such other information as
may reasonably be requested by the City, as totheactual progress
.
of the Redeveloper with respect to such construction:
SECTION 305.1 CERTIFICATE OF COMPLETION.
(a) ,Within thirty (30) days after completion of the Improvements
lin accordance with those provisions of the Agreement relating
solely to the obligations of the Redeveloper to construct the
Improvements (including the dates for beginning and completion
lthereof), the City will furnish the Redeveloper with an appro-
priate'instrument so certifying. Such certification by the
City<'shall'be (and it shall be so provided' in the Deed and in
the certification itself) a conclusive determination of satin -
faction and termination of the agreements and covenants in the
i
dates'',for the beginning and 'completion thereof: Provided,
U4 _105,
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that if there is upon the Property a mortgage insured, or field
or owned, by the Federal Housing Administration and the Federal'
Housing Administration shall have determined that all buildings
constituting apart of ',the Improvements and covered by such
mortgage are, "in'fact, ',substantially completed in accordance
with the plans and are, ready for occupancy, then, in such
event, the City and the Redeveloper shall accept the deter-
mination of the Federal Housing Administration as to such
completion of the construction of the improvements in actor -
dance with the plans, and, if the other agreements and covenants
in the Aereement obligating the Redeveloper in respect of the
construction and completion of the lmprovements have been
fullysatisfied, the City shall forthwith issue its certifi-
cation provided for in this Section. Such certification and
such determination shall not Constitute evidence of compliance
with or satisfaction of any obligation of the Redeveloper to
any,,holderiof a'mortgage, or any insurer of a mortgage, securing
money', loaned to finance ,the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels, of the Property
which, if so provided in 'Part i hereof, the Redeveloper may
convey or, lease as the Improvements to be ,constructed thereon
are completed, the City will also, upon proper completion of
the improvements relating to any „such part or parcel, furnish
the Redeveloper, with an appropriate instrument, certifying;
that such Improvements relating to any such part or parcel'
have been made: in accordance with the provisions' of the Agree-
ment. nt. 'Such certification shall mean and 'provide (1) that any
party purchasing or leasing such individual part or parcel
P
ursuant to the authorization herein contained shall not
T (because of such purchase or lease) incur any obligation with
respect to the construction of the improvements relating to.
such; part or parcel or to any other part or parcel of the
Property; and (2) that neither the City nor any other party
shall thereafter have or be entitled to exercise with respect
to any such individual part or, parcel so sold (or, in the case
of',lease, with respect to the easehold ,interest) any rights
or' remedies or' controls that it may otherwise have or be
,. entitled to exercise with respect to the construction of
Improvements as called for herein.
'n (c) Each certification provided for in this Section shall be in
such form as will' enable':it to be recorded in the proper.
I; office for! the recordation of :'deeds and other instruments
pertaining to the Property, including the Deed. If the City
;i shall refuse or fail to provide any, certification in actor
dance with the provisions of this Section, the City shall,
within thirty (30) days after written ;request ,by the Rede -
i veloper, provide the Redeveloper with 'a written statement,
indicating, in adequate' detail in what 'respects 'the Redeveloper
has failed to'complete ,the Improvements in accordance with the
provisions of; the Agreement, or is otherwise in default, and
what measures; or acts it will be necessary, in the opinion of
the City, for the Redeveloper to take or perform in order to
obtain such certification.
®! 106
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ARTiCLA RESTRICf10NS UPON USE OF PORTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
N its successors and assigns, and every successor in interest to
the Property, or any part thereof, and the Deed shall contain
covenants on the part of the Redeveloper for itself, and such
successors and assigns; ,that the Redeveloper, and such successors
and assigns, shall:
(a) Devote the Property to, and only to and in accordance with,
the uses specified in the Urban Renewal Plan; and
(b) Not discriminate upon the basis of race, color, creed, religion,
age, disability, sex or national origin in the sale, lease, or
rental', or in the use or occupancy of the Property or any
improvements erected or to be erected thereon, or any part
thereof.
(c) All advertising (including signs) for sale and/or rental of
the whole or any part of the Property shall include the legend,
•l
.An Open Occupancy building ease
of in type or lettering Y"
word "Project" or Development
legible size and design: The J
may be substituted for the word "Building" where circumstances
require such substitution.
(d) ,Comply with the regulations issued by the Secretary of Housing
and Urban Development set 'forth in 37 F.R. 22732-3 and all
i applicable rules and orders issued' thereunder which prohibit'
the use.of lead-based paint in residential structures under
going federally -assisted construction or rehabilitation and
require the elimination of lead-based paint hazards:
SECTION 402. COVENANTS: BINDING UPON SUCCESSORS IN INTERESTS`. PERIOD OF
DURATION. It is 7nten a an ,agree „an t e ee s a so expressly
' •prov,iTe-T,'that the agreements, and covenants provided in Section 401
hereof shall be covenants running withAhe land and that they
shall, in any event; and without regard to technical classification
or designation, legal or otherwise, and except only as otherwise
specifically provided in the Agreement, be binding, to the fullest
extent permitted by law and equity, ,for the benefit and in favor,
of; and enforceable by „the City, its successors and assigns,,any
successor' n interest to the Property, or any part thereof, and the
United States (in the case of the covenant provided in subdivision
(b) of>Section 401 hereof), against the Redeveloper, its successors
and assigns and every successor in'inany
to the Property, or y
art in
ossession
part thereof or any' interest therein, and any party possession
r anyart thereof. It is further,
f thelPro ert o p
or occupancy o P yt provided in
intend
agreement and covenan
' ed and a reedi thatthe
subdivision (a? of Section 401 hereof shall remain in effect for'
the period of time, or until the date, specified or referred to in
• e
..Section 6 of Part I' hereof at which time such agreement and covenant
shallterminate)and that the agreements and covenants provided in
00 6 107
subdivision (bo Section 401 hereof shall remilloin effect
without limitation as to time: Provided, that such agreements and
covenants shall be binding.on the Redeveloper itself, each successor
in interest to the Property, and every part thereof, and each party
in possession or occupancy, respectively, only for such period as
such successor or party shall have title to, or an interest in, or
possession or occupancy of, the Property or part thereof. The
terms "uses specified in the Urban Renewal plan" and "land use
referring to provisions of the Urban Renewal Plan, or similar
language; in the Agreement shall include the land and all building,
housing, and other requirements or restrictions of the Urban
Renewal Plan pertaining to such land.
SECTION 403. CITY AND UNITED STATES RIGHTS TO ENFORCE. In amplifica-
tion,;and not in restriction'of, the 1provision of the preceding '
Section,, it is.intended and agreed that the City and its successors
and assigns shall be deemed beneficiaries of the agreements and
covenants provided in Section'401 hereof, and the United States
.
', beneficiaryof the covenant provided in sub-
shall bedeemed a
h
i division (b)ofSection 401 hereof, both for and: in their or its
own right and alsofor ,the purposes :of protecting the interests of,
the community and other parties, public or private, in,whose favor'-
or for whose favor or for whose benefit such agreements and covenants
have been provided. Such agreement and covenants shall (and the
Deed shall so state) run in favor of the City and the United
States, for the entire period during which such agreements and
covenants shall be, in force and effect, without regard to whether
the City;or the United States has at any time been, remains, or in
an,owner'of any land or interest thereinto or in favor of which
such agreements and covenants relate. The City shall have the
right, in the event of ,any breach of any: such agreement or covenant,
and 'the United States shall have the right in the event of any
breach of the.covenant provided in subdivision (b) of Section 401 , 11
,1
hereof, to exercise all the rights and remedies,.and to maintain ,
any actions or suits at law or in equity or other, proper, proceedings i
the curing of such breach of- agreement or covenant, to
tto,'enforce
which it or any other beneficiaries of such agreement or covenant
may be entitled.
ARTICLE V. 'PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS TO REDEVELOPMENT. The Redeveloper
represents and agrees that its purchase of the Property, and its
other undertakings pursuant to the Agreement,' are, and will be
used, for the purpose; of the redevelopment of the Property and not',
for speculation in land holding. The Redeveloper further recognizes
that,,,in view of
(a) the importance of ahs redevelopment of the property to the
general welfare of tue community-
'
(b) the substantial financing and other public aids that have been
made available by law and by the Federal and local Governments
for the purpose of making such redevelopment possible; and
(c) ,the fact that a,transfer of the stock in the Redeveloper or of
a substantial; part thereof, or any other act or transaction
�� 108
involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect to the
identity^of the parties in control of the Redeveloper or the
degree thereof, is for practical purposes ,r Lransfer or
disposition of the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper, and its stock' -
holders, are of particular concern to the community and the City.
The Redeveloper further recognizes that it is because of the recog-
nition of such qualifications and identity that the City is entering
into; the Agreement with the Redeveloper, and, in so doing, the City
is further willing to accept and rely':on the obligations of the
Redeveloper, for the faithful performance of all undertakings and -
covenants in the Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWNERSHIP OR CONTROL OF
REDEVELOPER.,: -Fora e foregoing reasons, the Redeveloper agrees
Tor itself, and all persons holding an interest therein, their
heirs, successors and assigns that there shall be no change or
transfer of ownership or co of y any person or combination of
control b an p
persons owningror.controlling ten (10) percent or more interest in
the Redeveloper through sale, assignment, merger, increased,
capitalization or any other 'means, without the express written `
,by
approval of the City. With respect to this provision; the Rede-
veloper,and the parties signing. the Agreement on behalf of the
Redeveloper represent that the have the authority of'all'persons'
holding interest therein to agree to.this provision on their behalf
and to bind them with respect: thereto. "
SECTION 503. PROHIBITION AGAINST TRANSFER OF PROPERTY AND ASSIGNMENT OF
AGREEMENT. so;jor t e;foregoing reasons the Re eve oper represents
an agrees for itself, and its successors and assigns, that:
i
(a) `Except only
(1) by way of security for, and only for, (i) the purpose of
'
obtaining,financing necessary to enable the Redeveloper
or any successor in interest to the Property, or any part
thereof, to perform its obligations with respect to
making, the Improvementsunderthe Agreement, and (ii) any
other purpose authorized by;the 'Agreement, `and
(2) as to any individual, parts or parcels of the Property on
which' the Improvements to be constructed, thereon have
;been completed, and which,'oy -the terms of the Agreement,
'the Redeveloper is authorized to convey or lease as such
Improvements' are completed,+
the Redeveloper (except as so authorized) has not made or created,
and that it will not, prior to the proper completion of the improve-
ments as certified by the City, make or create, or suffer to be
i,
lift, 109
made or created, any total or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer in any other mode or
form of or with respect to the Agreement or the Property, or any
part thereof or any interest therein, or any contract or agreement
to do any of the same, without the prior written approval of the,
City: Provided, that prior to the issuance by the City of the
certificate provided by in Section 306 hereof as to completion of
construction-of'the-Improvements, the Redeveloper may enter into
any agreement to sell, lease; or otherwise transfer, after the
issuance of such certificate, -the Property or any part thereof or
'interest therein, which agreement shall not provide for payment of
or on account of the purchase price or rent for the Property, or
the part thereof or the interest therein to be so transferred,
prior to the issuance of such certificate.
(b) The City shall be entitled to require, except as otherwise
provided in the Agreement, as conditions to any such approval
that:
(l) Any proposed transferee shall have the qualifications and
financials, responsibility, asdeterminedby the City,
to fulfill the,obligations under-
obli
necessary and adequate 9
taken in the Agreement by the'Pedeveloper (or, in the
event the transfer is of or relates to, part of the
Property, such obligations to the extent that they relate
to such part).
(2) Any proposed transferee, by instrument in writing satis-
factory to'the City and in form recordable among the land
records, shall, for itself and its successors and assigns,
and expressly for the benefit of the,City, have expressly
assumed all of the obligations of thefRedeveloper under
the Agreement and agreed to be subject to all the condi-
tions and restrictions to which the Redeveloper is sub-
ject (or, in`the event the transfer is'of Wi relates to
part of the ''Property, such obligations; conditions, and `
restrictions` to the extent thatil they relate to, such
which
istrunient
' oragreement
,part): Provided, that any instrument,
purports to transfer any, interest whatsoeverGcaused by
this agreement without the express written approval of
the City, is'null`and void.
(3) There shall be submitted to the City for review all
instruments and other legal documents involved in effecting
transfer;,[ and if approved, by the City, its approval shall.
be indicated to the Redeveloper in writing.
(4) The consideration payable; for the transfer by the trans
feree'or on its behalf shall not exceed an amount ,repre-
senting the actual cost (including carrying' charges) to
the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the Improve-
ments, if any, theretofore made thereon by it; it being
the intent of thisiprovision to preclude assignment of
the Agreement or transfer of the Property for profit
■ 110
i 9 _.
prior Athe issuance of the certificaI I' completion as
set forth in Section 306 of this Agreement, The City
shall be entitled to increase the Purchase Price to the
Redeveloper by the amount that the consideration Payable
for the assignments or transfer is in excess of the
amount that may be authorized pursuant to this sub-
division (4), and such consideration shall, to the extent
it is in excess of the amount so authorized, belong to
and forthwith be paid to the City.
(5) The Redeveloper and its transferee shall comply with such
other conditions as the City may find desirable in order
to achieve and safeguard the purposes of the Urban
Renewal Act and the Urban Renewal Plan.
Provided, that in the absence, of specific written agreement by the
City :to the contrary, no such transfer or approval by the City
thereof shall' be deemed to relieve the Redeveloper, or any other
party bound in any way by the Agreement or otherwise with respect,
to the construction of the improvements, from any of its obli-
gations with respect thereto.
SECTION 504. INFORi4ATION AS TO HOLDERS OF INTEREST IN REDCVELOPER. In
order to assist in the effectuation ofoe purposes of t rs cle
objectives eneralTY,
the, Redeveloper agrees
t and the statutory od b e he.A reement and
'no
ft
during`the period between execution 9
that
completion of the Improvements 'as certified by, the City,
(a) the Redeveloper will promptly notify the City of any and a11-
whatsoev
er in the ,'ownership or control of interest,
changesr transaction
r beneficial', or of any other act o
' I
legal o e ownership of ,such
involving or resulting in any change m th P
in or in the relative distribution thereof, or with
respect to the identity of the parties in control of',the
P its
eof of which it or. any of
e':ther ,
Redeveloper or the degre ,
officers.have';been notified or otherwise have knowledge or
information; ;
' 'infor > and
City 4 (b) ,the Redeveloper shall at such time or Ci
the times as Y maY
request,'„furnish the City with a complete statement, sub-
scribed and sworn to by the President or other executive
officer of the Redeveloper,` setting forth all of the holders
of interest in the Redeveloper and the extent of their re
the event any other parties have a
spective;holdings, and in
ch holden
s their names and the
beneficial in
to
rest in su 9
extent of such interest, all as de or indicated by the
the Redevelo er, any specific inquiry made by any
records of P
f all parties who on thebasis of such
such officer, o
records own ten(10)percent or more of the interest in the
Redeveloper, and by such other knowledge or information as
such
officer shall have. Such
lists data, and information
shall in any event be furnished the City immediately prior to
the delivery of the Deed 'to'the Redeveloper and as a condition
nually thereafter on the anniversary
precedent thereto, and an
of the date of the Deed ,until the issuance of a certificate of
completion of all the Property.
all 1.1.JL
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
SECTION 601. LIMITATION UPON ENCUI4ORANCI: OF PROPERTY_. Prior to the
completion of the Improvements, as certifi eby the City, neither
the Redeveloper nor any successor in interest to the Property or
any part thereof shall engage in any financing or any other trans-
action creating any mortgage or other encumbrance or lien upon the
Property,' whether by 'express agreement or operation of law, or
suffer any encumbrance or lien to be made on or attach to the
Property, except for the purposes of obtaining
(a) -funds only to the extent necessary for making the Improvements,
and
(b) such additional funds, if any, in an amount not to exceed the
Purchase Price paid by the Redeveloper to the City,
The Redeveloper (or successor in interest) shall notify the City
in
advance of any financing, secured by mortgage or other similar ,lien
instrument „it proposes to enter into with respect to the Property,
or any part 'thereof, and in any event it shall ,promptly ,notify ,the
City of any encumbrance or lien that has been created on or attached
e Property, whether b voluntary act of the Redeveloper or
the Y
to p Y,
otherwise. For the purposes of such mortgage' financing as may be
made pursuant to the Agreement, the Property may, at the option,of
the Redeveloper (or successor in interest),`be divided into several
parts or parcels, provided that such subdivision, in the opinion'.of
the City, is; not inconsistent with the purposes of the Urban Renewal
plan and the; Agreement and is approved. in writing by the City.
SECTION 602. MORTGAGEE NOT ODLIGATED.TO CONSTRUCT. Notwithstanding any
o t e provisions of t e; greement, me wing but not limited to
those, which are or are intended to be covenants running with the
land,, the holder of any mortgage authorized by
ingiany such ho
the Agreement (includ-
r
1 der who obtains ti the
p Yor an _ . Yart
P ...
thereof as:a result of foreclosure, proceedings, or action in lieu
not including a an other party who thereafter
e eof, but ( ) Y
th r ,
obtains title to the Property or such, part from or through such
holder, or (b) any other purchaser at'foreclosure sale other than
the holder of the mortgage'itself)shall in no wise be obligated by
the provisions of the Agreement to construct or complete the'Improve-
ments or to!'guarantee such; construction' or completion; -nor shall'
any covenant or any, other provision in the Deed be construed to so
obligate such holder: r Provided, that nothingin this Section or
any other Section or provision of the Agreement shall be deemed or
construed to permit or authorize any such holder to devote the
Property or any part thereof•to any uses, or to construct any
improvements' thereon; other than those uses or improvements provided
or; permitted' in the Urban Renewal Plan and, in the Agreement.
l . 112
SECTION 603 COPY O• OTICE OF DEFAULT 10 11OR16AGEE•dhenever the City
sWa-11--deliver any notice or demand to Llie Redeveloper with respect
to any breach or default by the Redeveloper in its obligations or
covenants under the Agreement, the City shall it. the same time
forward a copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the last address of such
holder shown in the records of the City.
SECTION, 604. MORTGAGEE'S OPTION TO CURE DEFAULTS. After. any breach or
default referred to in Section ereo , each such holder shall
(insofar as the rights of the City are concerned) have the right,
at its option, to cure or remedy such breach or default (or such
breach or default to the extent that it relates to the part of the
Property covered by its mortgage), and to add the cost thereof to
the, mortgage debt and the lien of its mortgage: Provided, that if
thebreachor default is with respect to constructionof the
Improvements, nothing contained in this Section or any other
Section of the Agreement shall be deemed to permit or authorize
such holder, either before or after foreclosure or action in lieu
thereof,'ito undertake or continue the construction or completion of
the improvements (beyond theextentnecessary to conserve or protect
Improvements' or construction already made) without first having
expressly assumed the,obligation to the City, by written agreement
satisfactory,to the City, to complete; in the manner provided in
the Agreement, the Improvements' on the Property or the part thereof
to which the lien or, title of ',such holder relates. Any, such holder
wh,: shall properly, complete the improvements relating to the
Property or applicable part th'ereof'shall be entitled, upon written
request made to the City, to a' certification or certifications by
the City to such effect in the manner provided in Section 305 of
the Agreement, and any such certification shall, if so;requested .by
holder mean and.provide that any remedies or rights with
such P
respect to recapture of or reversion or revesting of title to the
'
='Property,that the City shall Have or be entitled to because of
failure of the Redeveloper or 'any successor in interest to the
Property,, or' any part thereof,, to cure or remedy any default with
respect to the construction of the Improvements on other parts or
parcels of the Property, or became of any other default in or
breach of ,the Agreement by.th'e,Redeveloper or such successor, shall
not apply,to'the part,or parcel of the Property to which such
certification relates.
SECTION 605. 'CITY'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE PROPERTY.
rc any case,,w ere, subsequent to eaeach by the Rede
e eveloper
veloper(or successor in interest) under the Agreement, the holder
of any mortgage on the Property or part thereof
(a) ;has, bub does not exercise, the option to constructor complete
the improvements relating to the Property or part thereof
covered by its mortgage or to which it has obtained title, and
such failure continues for a period of sixty (60) days after
the holder has been notified or informed of the default or
,.
breach; or
2
113
(b) undertakesconstructionor completion of theelmprovements but
-does not complete such construction within the period as
agreed upon by ,the City and such holder (which period shall in
any 'event be at least as long as the period prescribed for
such construction or completion in the Aqreement), and such
default shall not have been cured within sixty (60) days after
written demand by the City so to do,
the City shall (and every mortgage instrument made prior to comple-
tion'of the Improvements with respect to the Property by, the Re-
developer orsuccessor in interest shall so provide) have the
;option of paying to the holder the amount of the mortgage debt and
securing an assignment of the mortgage and the debt secured thereby,
or, in the event ownership of the Property (or part thereof) has
vested in such holder by way of foreclosure or action in lieu
thereof, the'City;shall be entitled, at its option, to a conveyance
to it of the! Property or part thereof (as the case may be) upon
payment to such holder'of an amount equal to the sum of: (i) the
mortgage debt at the time of foreclosure or action in lieu thereof
(less all, appropriate credits, including those resulting from
collection and application of rentals and other, income received
during foreclosure proceedings); (ii) all expenses with 'respect to
the foreclosure; (iii) the net expense,'if any (exclusive of general
overhead), incurred ,by,such holder in' and as a direct "result of the
subsequent management of the Property; (iv) the costs of any Improve-
ments made by; such holder; and (v) an amount equivalent to the
interest that would have accrued on the aggregate of such amounts
had:all.such amounts become, part of the mortgage debt and such debt
had continued in existence.
SECTION 606. CITY'S OPTION TO CURE MORTGAGE DEFAULT. In the event of a
default or breach prior to the comp etion of the Improvements by
',in
the Redeveloper, or any successor in ',interest, or of any of its
obligations under, and to the holder 'of, any mortgage or other
instrument creating an encumbrance or lien upon the Property or
P art thereof, the City': may at its option ion cure such default or
breach, in which cases the City shall, be entitled, in addition to
and without'' limitationupon any other; rights or remedies to which'
it shall be;,entitled by the, Agreement, operation of law, or other-
wise, to reimbursement from the Redeveloper or successor in interest
of all costs and expenses incurred by the City,in curing such
default or breach and to a lien upon the Property (or the part
thereof to which the mortgage, encumbrance; or lien relates) ,for.
such reimbursement: Provided, that any such lien shall 'be subject
,.
always to the lien of anc u ing any lien contemplated, because of
advances yet''ito be made, by) any then existing mortgages on the
Property authorized by. the Agreement.
i'
SECTION 607. MORTGAGE AND HOLDER. For the purposes of the Agreement:
The term "mortgage" - shall include a deed of trust or other instrument -.
creating an' 'encumbrance or lien upon the Property, or any part
thereof, as 'security for a loan. The term "holder" in reference to
a mortgage shall include any insurer or guarantor of any obligation
9013 114
or condition seed by such mortgage or deed ofost, including,
but not limited to, the Federal Nousing Commissioner, the Admin-
istrator of Veterans Affairs, and any successor in office of either
such official.
ARTICLE VII. REMEDIES
SECTION 701. IN GENERAL. Except as otherwise provided in the Agree-
ment,,in t e event'of any default in or breach of the Agreement, or
any of its terms or conditions, by either party hereto, or any
successor to such party, such party (or successor) shall, upon
written notice from the other, proceed immediately to cure or
remedy such default or breach, and, in any event, within sixty (60)
days after receipt of such notice. In case such action is not
P
t
taken or not diligently: pursued) or the default or breach shall not
be cured or remedied within a reasonable time, the aggrieved party
may institute such proceedings as may be necessary or desirable in
its,opinion to cure and remedy such default or breach, including,
but not limited, to, proceedings, to compel, specific performance by
the'party in default or breach of its obligations.
SECTION 702. TERMINATION BY REDEVELOPER PRIOR TO CONVEYANCE. In the
event>that:the City does not tender conveyance of the Property, or
possession thereof, in the manner and condition, and by the date,
provided in this Agreement, and any such failure shall not be cured
within sixty (60) days after the date of written demand by the
Redeveloper, y
o er and the Cit ;is unable to,demonstrate, to
the r
ea-
sonable satisfaction of the Redeveloper that the defects, cloud, or
other deficiencies in or on title involved, or the part of the
property to which it relates, is of such nature; that the Rede-
veloper will not be,hampered or'
dela yed in the -construction of the
improvements by taking 'title and possession subject to such defects,
the 'City will. refund, to the Developer, any good faith deposit tendered
by,the Redeveloper for such property or the portion of said good
faithdepositlreas'on
'able allocable to the portion of the property
not 'conveyed and this agreement with respect to the property not,
conveyed shall be terminated, provided, it is'hereby expressly
l
agreed that in the event this agreement is terminated Pursuant to
this Section each party to this agreement shall be solely responsible
forlall expenses incurred or obligated by it and shall have no
claim against the other party. ,
SECTION 703. TERMINATION BY CITY PRIOR, TO CONVEYANCE. In the event
that prior to conveyance of the Property to the Redeveloper, the
r Redeveloper is,in violation of Section 502 of Part II of this
Agreement or the Redeveloper does not pay the Purchase 'Price and
take title to ;the Property, upon tender of conveyance by the City
pursuant 'to this Agreement, or the Redeveloper failstocure any
default or failure within thirty (30) days from the date of written
demand by the ,City, then this Agreement, and any, rights of the
Redeveloper, or any assignee or transferee, in this Agreement, or
arising. therefrom with respect to the City or the Property, shall,
at the option',of the City, be terminated by the City, in which
event; as provided in Paragraph C, Section 3 of Part i hereof, the
®® 115
Deposit or any portion thereof may be retained by the City as
liquidated damages and as its 'property without any deduction,
offset, or recoupment whatsoever, and neither the Redeveloper (or
assignee or transferee) nor the City shall have any further rights
against or liability under this Agreement to the other in respect
to the property or part thereof for which', the deposit has been
retained.
SECTION 704. REVESTING TiTLE IN CITY SUBSEQUENT TO CONVEYANCE TO REDEVELOPER.
in'the event that subsequent to conveyance of the Property or any
part thereof to the Redeveloper and prior to completion of the
Improvements as certified by the City
(a) the Redeveloper does not submit plans as required by the
Agreement in satisfactory form and in the manner and by the
dates respectively provided in
this Agreement; t, or
(b) the Redeveloper (or successor in interest) shall default in or
violate its obligations with respect to the construction of
the Improvements '(including the nature and the dates of for
thereof or shall abandon or
the beginning: and completion), i
substantially suspend construction work, and any such default,
tion abandonment" or suspension,shall not be cured,
viola
ended, or remedied within ninety (90) days after written
demand by the City; or
(c) the Redeveloper (or successor in interest) shall fail to pay
real estate taxes or assessments on the Property or any part
thereof when due; or shall place thereon any encumbrance or?
lien unauthorized by the Agreement, or shall suffer, any levy,
- ade, or any'materialmen s or mechanics''
or attachment to be m
lien,, or any other unauthorized encumbrance or hien to attach,
and such taxes or assessments shall not have beenipaid, or the
',encumbrance or lien'remoVed or discharged or provision satis-
14. to the City 'made for such payment, removal,, or discharge,
within ninety(90) days after written demand by the City; or,
(d) the Redeveloper violates ,the provision of Section 502 of Part
11 II of this 'Agreement and such violation shall not be cured
within sixty (60) days after written demand by the City to the
Redeveloper,
then',the City shall have the'r,ight to re-enter and take possession
'•
of the Property ',and all Improvements located thereon and to terminate
(andrevest in the City) the property conveyed by the Deed to the
Redeveloper) it being -the',intent'of this provision, together with
other provisions of the Agreement, that the conveyance of the
Property to he,'Redeveloper shall be made upon, and that the Deed
shall 'contain a`condi'tion subsequent to the effect that in the
, 9,
i n
evenY
t of an ..default, failure, lviolat o ,
or other action or inaction
bylthe`Redeveloper specified in subdivisions (a), (b), (c) and (d)
of'this.Section 704,, failure on the part of the Redeveloper to
remedy, end, or abrogate such default, failure, violation, or other
action or''inaction, 'within the period and in the manner stated in
such subdivisions, the City at its, option', may declare a; termination
in"favor of the City of the title, and of all the rights and interests
in and to the Property conveyed by the Deed, to the Redeveloper and
"15 116
Improvements constructed thereon, and that such'Litle and all
;rights and interests of the Redeveloper, and any assigns or suc-
cessors in interest to and in the Property and any Improvements
constructed thereon,', shall revert to the City: Provided, that such
condition subsequent and any revesting of title as a result thereof
in the City
(1) shall alwdys be subject to and limited by, and shall not
defeat, render invalid, or limit in any way, ( i ) the lien of
any mortgage authorized by the Agreement, and (ii) any rights
or;interests provided in the Agreement for the protection of
the holders' of such mortgages; and
(2)' shall not apply to individual parts or parcels of the Property
(or, in'the.case of parts or parcels leased, the leasehold
interest) on which the Improvements to be constructed thereon
have been completed in accordance with the Agreement and for
which a certificate of completion is issued therefor as
provided in Section 305 hereof.
In addition to and without in any way limiting the City's
right to re-entry as provided for in this Sec tion,:the City
shall have the'right to 'retain the Deposit or any portion
thereof,'as provided in Paragraph, C, Section 3 of Part I
'hereof,. without any deduction, offset or recoupment what-
soever, in the event of a'default violation, or failure of the
Redeveloper as specified in this Section.
SECTION 705. RESALE OF REACQUIRED PROPERTY; DISPOSITION OF PROCEEDS.'
Upon the revesting in theCity'of tit e to the Property and any' ,
Improvements thereon, or ny. part thereof as provided in:Section
704,', the City shall, pursuant to its responsibilities under State
law, use its best efforts to resell the Property or part thereof
(subject to such mortgage liens and leaseholds interests as in
Section 704 set forth and provided) as, soon and in such manner as
the City shall find feasible and consistent with the objective of
making or completing the Improvementsl.or such other improvements, in
their stead'as shall' be satisfactory .to the City and in accordance
with the uses specified for such Property or part thereof in the'
Urban Renewal Plan.', Upon such resale of the Property,' the proceeds
thereof shall', be applied:
(a) 'First, to reimburse the City, on its own behalf, for all costs
and expenses incurred by, the City,, including but not limited
to salaries ofpersonnel, in connection with the recapture,"
management, and resale of the Property or part thereof (but,
less any income derived by the City from the Property or part
thereof in connection'with such management); all taxes,
'
' assessments, and water: and sewer charges with respect tothe
Property or part thereof_(or, in the event the Property is
i exempt from taxation or assessment or such charges during the
period of ownership thereof by the City, the amount, if paid;
i,
equal to such taxes, assessments, or charges (as determined by
the City assessing official) as would have been payablejif the
i
Property or part thereof at the time of revesting of title
if
�6
r, J
thereto in the City or to discharge or prevent from attaching
or being made any :subsequent encumbrances or liens due to
obligations, defaults, or acts of the Redeveloper, its successors
or transferees; any expenditures made or obligations incurred
with respect to the making or completion or removal of the
Improvements or any part thereof on the Property or part
thereof; and any amounts otherwise owing the. City by the
Redeveloper and its successor or transferee; and
(b) ,Second, to reimburse the Redeveloper, its successor or trans -
feree,'up to the amount amount equal to (1) the sum of the
purchase price, paid by it for the Property (or allocable to
the part thereof) and the cash actually invested by it in
making, any of the Improvementson the Property or part thereof,
unless (2) any gains or income withdrawn or made by it from
the Agreement or the Property.
Any balance remaining after such reimbursements shall be retained
by the City as its property. `
SECTION 706. OTHER RIGHTS AND REMEDIES OF CITY; NO WAIVER BY DELAY.
The City s a have the right to institute suchactions or proceed-
ings'as it may deem desirable for effectuating the purposes of this
Article VI'I, including also the right to execute and record or file
among the !public land records in the office in which the Deed is
recorded a', written declaration of the termination of all'the,right,
for such
e Redeveloper,:'and ' exce o
title, and interest of tht ( P
individual parts or, parcels upon which construction of that part of
the Improvements required to be constructed thereon has been
completed,, in accordance with the Agreement, and for which a certi-
ficate of completion as provided in Section 305 hereof is to be
deliwered,end subject to such'mortgage;liens and leasehold interests
as provided in Section 704 hereof)' its'successors'in interest and
assigns,;in,the �Property, ' and the revesting of title thereto in the
'n instituting or:
the City i
d .that an dela b 9
City::rProvide Y Y Y Y
�
, r proceedings or otherwise 'asserting
secutin an such actions o g
pro 9 Y P
d r this Article VII shall_not',o er ate as'a waiver of
rights un e
its ri P
g
a it
rights or to deprive'it of or limit such riglits in any way
such rig
'°.
being theintent of thisprovision that the City should not be
- constrained (so as to avoid the risk of being deprived of or
limited in the exercise of the remedy provided in this Section
because of concepts`of waiver„ laches; estoppel, or otherwise) to
ed at a'time'when it may still hope otherwise -to
exercise such remedy Y P
resolve the problems created by the default: involved); nor shall
any; waiver in fact made by the City with respect, to any specific
default b the Redevelo er under ;this 'Section be considered or .
Y P
'
treated as a waiver of the rights of the City with respect to any
other defaults by the Redeveloper under this Section or with
'
:respect to the particular default except to the extent specifically
v'
waived in,writing.',
i'
"l7 118
•
SECTION 707. IMPOSSIBILITY OF PERFORMANCE BY CITY PRIOR TO CONVEYANCE OF
PROPERTY. Should at any time prior to the conveyance of title to
"-r
an,y l'rojierty under this Agreement, the City of Iowa City, Iowa be
nnjoined from such conveyance or prevented from so doing by ally
order or decision or acl: of any judicial, Iogislative or executive
budy'having authority in the premises, the City at its option may
terminate this Agreement and any obligations incurred by either
party shall cease. In the event of such termination, the City
shallnot be responsible for any damages, expenses or costs incurred
by the Redeveloperbyreason of such termination. It is further
agreed and understood that the City shall have no liability for
failure to deliver title to such Property or any part thereof to
the Redeveloper after making a good faith attempt to do so.
SECTION 708.1 ENFORCED DELAY IN PERFORMANCE FOR CAUSE BEYOND CONTROL OF
PARTY. For t o purposes of any o t a provisions of the Agreement,
neitFer the'City nor the Redeveloper, as the case may be, nor any
successor in interest, shall be considered in breach of, or default
in,;its'obligations with respect to this Agreement in, the event of
enforced delay in the performance of such obligations due to unfore-
seeable causes beyond its control and without its fault or negligence,
including, but not restricted to, acts' of God, acts of the public
enemy, acts of the 'other party, fires, floods, epidemics, quarantine
restrictions, strikes, and usually severe weather or delays of
''and
subcontractors due 'to such causes; it being the ,purpose intent
Of this provision that in the event of the occurrence of any; such
enforced delay, the time or times for performance of the obligations
of the City, or of the Redeveloper under this Agreement; as the case
may be, shall be extended for.the,period of the enforced delay as
determined by the City: Provided, That the party seeking the
benefit of the provisions —6-f �this Section shall''. within ;ten (10)
days after the beginning of any such enforced delay,have first
notified the other party thereof in writing „and of the cause or
causes thereof, and requested an extension for the period of the
1 enforced delay.
UMULATIVL The rights and remedies
SECTION 709. RIGHTS AND REMEDIES C 9
<
of the parties to the Agreement, whet er provided by law or by the
Agreement,'shall be cumulative, and the exercise by either party of
any'one.or more of remedies shall not preclude the exercise by
;such
it, ,at the same or 'different times, of any other such remedies for
the''same default or breach or of any of its remedies for any other
default or breach by the other party. No waiver made, by either
such party with respect to the performance, or manner or time
thereof, or,any obligation of the other party or any condition to
its own obligation' under the Agreement shall be considered a waiver
of any rights of the party making the waiver with respect to thy;
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particular obligation of the other, party or condition to its own
obligation beyond those expressly waived in writing and to the
extent thereof, or a'waiver in any respect in regard to any other
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the waiver or an other obligations of
rights'of the art making 9
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the other party.
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SECTION 710. PARTY IN POSITION' -0F SURETY WITN RESPECT TO OBLIGATIONS.
T e Re eve oyer, or itse an its successors an ass gns, an
—for
all other persons who are or who shall become, whether by express
or implied assumption or otherwise, liable upon or subject to any
obligation or burden under: the Agreement, hereby waives, to the
fullest extent permitted by law and equity, any and all claims or
defenses otherwise available on the ground of its (or their) being
or having become a person in the position of a surety, whether
real, personal, or otherwise or whether by agreement or operation
of law; including, without limitation on the generality of the
foregoing,', any and all claims and defenses based upon extension of
time, indulgence, or modification of terms of contract.
ARTICLE VIII. MISCELLANEOUS
SECTION 801. CONFLICT OF INTERESTS ;CITY REPRESENTATIVES NOT INDIVID
JPEEY o member, o icia , or emp oyee OT the Lity snal I
ave any personal'- interest'as defined in Chapter 403, Code of Iowa
ndirect 'in the A reement, nor shall any such
I`
1977, direct or i 9
member, offical,'or employee participate in any decision relating
to the Agreement which affects his personal interests or the
interests of any corporation, partnership, or 'association in which
he is, directly or indirectly, interested. No member, official, or
employee of the City shall'6e'personally liable tothe Redeveloper,
or any successor:in interest, in the event of any default or breach
Y
b !the City or for any amount which may become due to the Rede-
veloper
_ ,
veloper or,successor',or on any obligations under the terms of the
Agreement.
SECTION 802. EQ UAL EMPLOYMENT OPPPORTUNITY. The Redeveloper, for
ityelTanits successors and assigns, agrees that during the
construction of the Improvements provided for in the'Agreement:
(a) The Redeveloper will not discriminate against any employee or
applicant for employment because of race, color, religion,
sex, disability, sexual orientation, marital status, or
national origin.The Redeveloper will take affirmative action
to insure that applicants are employed and that employees are
treated; during employment, without regard to their race,
color, religion, sex, disability, sexual orientation, marital
ori - S
uch action shall include,
status in.
sex, or national g
but not be ,limited to the following: employment, upgrading,
;demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of, pay or other forms of compen-
sation; and selection for training, including apprenticeship.
The Redeveloper agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be
provided by the City setting forth the provisions of this
nondiscrimination clause.
(b) The Redeveloper will, in all solicitations or advertisements
for employees' placed by or on behalf of the Redeveloper, state
that the Redeveloper is an equal opportunity employer.
(c) The Redeveloper will send to each labor un• or representative
of workers with which the Redeveloper has a collective bargaining
agreement or other contract or understandinn, a notice, to be
provided; advising the labor union or workers' representative
of the Redeveloper's conmiitments under Section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the 'notice 'in conspicuous places available to employees and
applicants for employment.
(d) The Redeveloper will comply with all provisions of Executive
Order 11246 of September 24, 1965, and of the rules, regulations,
and relevant orders of the Secretary of Labor.
(e) The Redeveloper will furnish all information and reports
required by Executive Order 11246 of September 24, 1965, and
by the, rules, regulations, and orders of the Secretary of
Labor or the Secretary; of Housing and Urban Development pursuant
thereto,'`,and will permit access to the Redeveloper's books,
records, and accounts by the City, the. Secretary of Labor', for
purposes ,in investigation ascertain compliance with such
rules,iregulations, and orders.
(f) In the event of the Redeveloper's noncompliance with the non-
discrimination clauses of this Section, or with, any of the
said rules, regulations; or orders, the 'Agreement may be
canceled, terminated, or suspended in whole or in part and .the
Redeveloper may be declared ineligible for, further Government
contracts or federally assisted construction contracts in
accordance with procedures authorized in Executive Order,11246
of September 24, 1965, and such other sanctions may be imposed
and remedies invoked as, provided in Executive Order 11246 of
September 24,'1965, or by rule, regulation, or order of the''.
Secretary of Labor, or as otherwise provided by law'.
(g) ;The Redeveloper will include the provisions of Paragraphs (a)
through (g) of this Section in'every co,ntract,or purchase
order,and will 'require the inclusion of these provisions in
n of its contractors,
ct'entered,into b y,,
ever subcontract Y a
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unless exemptedlby rules,,Iregulations,'or orders of the Secretary
of Labor issued pursuant to Section 204 of Executive Order
11246,,ofl.September 24,!,1965, so that such provisions.will he
binding upon each such contractor, subcontractor,lor vendor,
as the case may be. The Redeveloper will take such action
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with, respect to any construction contract, subcontract, or
purchase order as the City or the Department of Housing and
Urban,Development may direct as a,means of enforcing such
provisions, including sanctions for noncompliance: Provided,
involved—
however, That in the event the Redeveloper becomes
tn or is threatened with, litigation with a subcontractor or
vendor as a result of'such direction, by the City or the Depart-
ment of, Housing and Urban Development, the Redeveloper may
request the United States to enter: into such litigation to
_protect the interests of th a United States.
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SECTION 803. PROVISIONS NOT MERGED WITH DEED. None of the provisions
W tom; greement are roteen�e�to— oe sheTl be merged by reason of
any deed transferring title to the Property from the City to the
Redeveloper or any successor in interest, and any such deed shall
not be deemed to affect or impair the provisions and covenants of
the Agreement.
SECTION 804. TITLES OF ARTICLES AND SECTIONS. Any titles of the several
parts, Articles, and Sections of the Agreement are inserted for
convenience of reference only and shall be disregarded in construing
or interpreting any of its provisions.
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RESOLUTION NO. 77-449 .
RESOLUTION AU•IIlORIZING THE SALE OF URBAN RENEWALPROPERTY
ISHEREAS, the City of Iowa City, Iowa, has under date September 2, 1970, entered
into a contract for loan and 'grant with the United States of America; and,
WHEREAS, the City of Iowa City, Iowa, has undertaken pursuant to said contract
an Urban Renewal Project known as the City -University Project I, Project Number
Iowa R44; and,,
WHEREAS, the City of Iowa City, Iowa, has received an entitlement of funds
pursuant to the Housing and Community Development Act of 1974; and,
WHEREAS, the City of Iowa City, Iowa, has'pursuant•to the provisions of Title 24,
Part 570, Section 570.801(c), of the Code of Federal Regulations; transferred
Community Development Block Grant funds to said Urban Renewal Project, and transferred
control of certain real property acquired in carrying out said Urban Renewal Project
to the'City Council of the City of Iowa City from the City Council acting as LPA, by
Resolution Number 76-446, dated DecembeT,14, 1976, and by Resolution Number 77-312,
dated' August' 9,' 1977; and,
WHEREAS, the City Council of Iowa City, Iowa, caused to be issued a solicitation
of Offers to Purchase Land for Private Redevelopment; and,
WHEREAS, Offers to Purchase' Land for Private Redevelopment were received and
opened by the City of Nowa City on September 15,'1977; ,and,
WHEREAS, the City Council of the City of Iowa City is now desireous of selling'
disposition Parcel 82-1a to College 'Block Partners, a part ership
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that
pursuant to the authority granted by Section 403 of the 1977 Code°of Iowa and
Section 570.801(c) Part 570, :Title 24', Code of Federal,Regulations, the Mayor
and City Clerk are hereby authorized and directed to execute; on behalf of the City
of Iowa City, a','contract for Sale of Land for Private Redevelopment by and between
College Block Partners',' a partnership
and the City of,lowa City, Iowa,, a copy of which contract is attached hereto and
incorporated herein, such land to be sold to College Block Partners
Disposition Parcel 82-]a as more
particularly described in said contract.' Upon_ execution: of the contract, by the
City and College Block Partners
the. City Manager is authorized and directed to prepare a deed for said property and
deliver the deed to College Block Partners
upon,receipt ofpayment for said ,property.
It was moved by and seconded, by
that'the,Resolution as read be adopted and upon roll call there were:
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Res. No. 77-449
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AYES: NAYS: ABSENT:
xBalmer
X
deProsse
—X—
Foster
Neuhauser
x_
ferret
Selzer
Vevera
Passed and approved this ,22nd
day of
November 1977
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r I�Qi Pip, irio,
Mayor
ATTEST:
City cityk
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CCR►_OR,ATE SEAL
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CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
AGREEMENT, consisting of this Part I and Parts 11 and III annexed hereto and
made a part hereof (which Parts 1, 11, and III are together herinafter
called "Agree nt"), made on or as of the e: ,& � lay of
19L, by and between the City of Iowa
City,; Iowa, a public body corporate (which, together with any successor
public body or officer hereafter designated by or pursuant to law, is
hereinafter called the "City"), established pursuant to the statutes of
the State of Iowa pertaining to Municipalities, Cities, Towns, and ,
particularly Chapter 403 of the Code of Iowa as amended (hereinafter
called "Urban Renewal Act") and having its office at the Civic Center in
the City of Iowa City, State of Iowa, and College Block Partners,
aPartnershi organized an existing under the laws of
the State of Iowa thereinafter called "Redeveloper") and
having an office for the transaction of business at Clinton Street
Mall in the City! of Iowa City County of Jolinson
and State of: (Iowa , WITNESSETH:,
WHEREAS., in furtherance of the objectives of the Urban Renewal Act,
the City has unde,rtaken a program for the clearance and reconstruction
or rehabilitation of slum and blighted areas in the City, and in this,
Connection is engaged ,in carrying out an urban renewal project :(herein-
after called "Project",)I in an area,(hereinafter called the "Project
Area") ;located in the City;and
WHEREAS, as of the date of this Agreement there has been prepared.
and approved by the City an urban renewal plan for the Project, con
sisting of ("The Urban Renewal Plan, dated September 3, 1969, by Resolu-
ition No. 2157, as',amended ,from time to timeand,as it may hereafter, be
further amended pursuant to law,:and as so,constituted, is unless other-
wise indicated by, the context, hereinafter called "Urban Renewal Plan"),
and
WHEREAS, a copy of the Urban Renewal Plan as 'constituted on the
date of the Ag reemeit has been recorded among the land records for the
place in which the Project Area is situated; namely; in the Office of
the 'Johnson County Recorder in Book 490 at page 408, and.has been filed
Iin'the Office of the Clerk of the City located at the Civic Center in
It
he City; and
WHEREAS, in order to enable the City to achieve the objectives of
Ithe Urban Renewal Plan and particularly to .make the land in the Project
Area available for redevelopment by private enterprise for redevelopment
in accordance with the Urban Renewal Plan, both the Federal' Government
and the City have undertaken to provide and have provided substantial
aid and assistance through a Contract for Loan and Capital Grant dated
September; 2, 1970, in the case of the Federal' Government; and
WHEREAS, pursuant to Chapter 403, Code of Iowa as amended, the City
has offered to sell and the Redeveloper is willing; to purchase certain
f real property located in the Project Area and more particularly described
■Fl -12'7
in Schedule A annexed hereto and made a part hereof (which property as
so described is hereinafter called "Property") and to redevelop the '
Property for and in accordance with the uses specified in the Urban
Renewal Plan and in accordance with the Agreement; and
WHEREAS, the City believes that the redevelopment of the Property
pursuant to the Agreement, and the fulfillment generally of the Agree-
ment, are in the vital and best interests of the City and the health,'
safety, morals, and welfare of its residents, and in accord with the
public purposes and 'provisions of the applicable Federal, State, and
local laws and requirements under which the Project has been undertaken;
and
WHEREAS, the City has: acquired title to certain property described
in Schedule A hereof:
NOW; THEREFORE, in consideration of the premises and the mutual
obligations of the partieshereto, each of them does hereby covenant and
agree with the other as follows:
SECTION 1. SALE: PURCHASE PRICE
Subject to all the terms, covenants, and conditions of the Agree-
ment, the City will sell the propertydescribed in Schedule:A
hereof to the Redeveloper for, and the Redeveloper will purchase'
the property from,the City:and pay therefore, the amounts set forth
in Schedule 3 hereof,' subject to the terms and conditions of
Section 2 of: this,Agreement. The amounts set forth in Schedule 6,
hereinafter called ,"Purchase Price," are to be paid in cash or by
certified check simultaneously with the delivery of the deeds
conveying the property to the Redeveloper.
SECTION 2. CONVEYANCE OF PROPERTY
'i (a) Form of Deed. The City shall convey to the Redeveloper title
to.t a property, by Special Warranty Deed (hereinafter called
"Deed"). Such conveyance and title shall, in'addition!to the
condition subsequently provided for in Section 704, Part Il;
hereof,'and to all other conditions, covenants, and restric-
tions set forth or referred to, elsewhere in the Agreement, be
subject to:
(1) Such easements as it shall have been necessary, pursuant
to the Urban Renewal Plan, for ,the ,City ,to reserve, for
itself or'for future dedication or ,grant, for sewers,
drains, water and', gas distribution lines, electric,
telephone, anditelegraph installations, rights-of-way and
access, or as described or referred to in "Schedule A,"
descriptioni,of'property, attached hereto and referenced
as a part hereof;'
" (2) All conditions, covenants and restrictions contained in
said Urban 'Renewal Plan and Part I and Part II and Part
III of this Agreement.'
I.2- 1.28
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(b)
Time and Place for Delivery of Deeds. The City shall deliver
the Deed and possession of the property to the Redeveloper
upon payment of the purchase price in full upon such dates as
called for in this Agreement. Conveyance shall be made at the
principal office of the City and the Redeveloper shall accept
such conveyance and pay to the City at such time and place the
purchase price in full for each parcel delivered.
(c)
Recordation of Deeds. The Redeveloper shall promptly file the
Deeds for record anon among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs (including the cost,
of theStatedocumentary stamp tax on the Deeds, for which
stamps :in the ,proper `amount shall be affixed to the Deeds by
the Redeveloper),, for so:recording said Deed.
(d)
ede-
Delivery of the Abstract. The City will furnish to the Rede-
ve operrin advance of the closing on ash parcel, an abstract
veloper in
of title showing good marketable title in the City of 'Iowa -
:City, Iowa, free and clear of all taxes, assessments or other
:encumbrances except as hereinbefore specified. IThe abstracts
of title'shall 'be at City expense and will be certified by a
qualified abstracting company to the close of business as the
closest practical date prior to the date of the.deed of con-
veyance. The cost of obtaining an attorney's examination of
the abstracts for title opinion and/or the cost of obtaining'
title insurance, if'required, shall be at the expense of the
Redeveloper.
(e)
'Delivery of Pro ert The City will deliver the property
described in Schedule A hereof at, the time set forth in Schedule
C hereof. The Redeveloper agrees to pay for and accept title
of such: property, as 'called for in this 'Agreement and agrees -to
-'
begin developmentpromptly on the property conveyed within the
time called for in this, Agreement. Failure by the;Redeveloper
to pay for and accept delivery of the urban renewal land as
called for herein will result in 'forfeiture of the deposits
posted with the City by the 'Redeveloper attributable to such
property, without limiting the City as to other remedies
against the Redeveloper. 'In'the event'the'City ,is;unable to
deliver the''ro property as called for in, Schedule C to the
P P Y
Redeveloper; the Redeveloper, shall have theloption 'of rescinding
the developmentcontract only as to such parcels 'in default by
causing;:a written -notice to be served upon the City of, the '
exercise of such option. ;Upon receipt by the.City of this
notice, the City shall have sixty '(60)'days',to cure the
'default; by tendering the property covered in the notice to the
Redeveloper.' If the City 'islunable to cure the default within
the sixty (60) days as provided herein,' the'Redeveloper shall,
at its option, stand relieved of its obligation to accept the
parcel or parcels involved and the City shall, in such event,
promptly refund that portion of the Redeveloper's deposit
attributable to such parcels to the Redeveloper. It is expressly
understood and agreed that the City shall have no other
liability, direct or to the Redeveloper on account
of delay or inability to,deliver land to the Redeveloper as
129
called for in this Agreement and the Redeveloper's remedy in
the event of default by the City in delivery of urban renewal
land is hereby specifically limited to rescinding the contract
as to such land as provided in this paragraph.
(f)
-Default b Redeveloaer. In the event the Redeveloper fails to
accept a ivery and pay for one or more parcels of property,
as called for in this Agreement, the City may, at its option,
call the entire Agreement, or the Agreement as it applies to
any part of the property, in default, serve a proper notice of
forfeiture upon the Redeveloper and terminate this Agreement
in its entirety except that forfeiture of this Agreement shall
not relieve the Redeveloper of the obligations imposed by this
Agreement as to property already delivered to the Redeveloper.
SECTION 3. GOOD FAITH DEPOSIT
(a)
`Amount.' The Redeveloper has, prior to or simultaneously with
tTie execution of the Agreement by the City,', delivered to the
City a good faith deposit or a surety'bond lin the 'penaL amount
of One ',thousand lthree hundred----- ------ Dollars, (ten
percent(10%) of the purchase price in which the -City ie the
obligee, #ssued' y-=------- - -- -------a-suweEy
g b ------ - ---- '-
eempany-regularly-engage -4n-t e-4ssuanee-e€-sue -un er
takings: -and -on -the -list-of-9urety`eempanies',-approved-by- the
United -Staters -Treasury-for -a!-least-sueh-ampnnt;-or-eash,
or a certified check satisfactory to the City in the amount of
One thousand three hundred' ($1,300)------- '!'Dollars, herein-
after ca ed 'Deposit, as security for the performance of the
obligations of, the Redeveloper to be performed prior to the
return of thelDeposit to the Redeveloper, or its retention by
the City as liquidated damages,', or its application on account
of the Purchase Price, as the case may be,
in accordance with
the Agreement ,I
The Deposit, if cash or certified check, shell be deposited in
an account of the City in a bank or trust company,selectediby
(b)
Interest.' The City, shall be under 00 obligation to pay or
Tarn interest on, the Deposit,;;but if interest is, payable
thereon',such interest when received by the City shall be
promptly paid to the Redeveloper.
(c)
b, �Cid. Upon termination of the Agreement as
'
�Retention
e
provided 703 and 704 of Part II h reof ,the
Deposit or the proceeds of the Deposit, if not theretofore
returned to the Redeveloper pursuant to Paragraph (d) of this
Section, ''including 'all interestpayableto such Depositor the
proceeds thereof `after Psuch termination, shall be retained by
the City Agency as provided in Sections 703 and 704, of Part iI
hereof.
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(d) Return to Redeveloper. Upon termination of the Agreement as
provided in Section 702 of Part Il hereof, the Deposit shall
be returned to the Redeveloper by the City as provided in
Section 702 of Part II hereof.
SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The construction of the Improvements called for in this Agreement
shall be commenced and completed in accordance with Schedule D
hereof (to-be-submitted-by-Beveleper-with-his-prepesal). Provided,
that if a mortgage securing money loaned to finance the improve-
ments, or any part thereof, is insured by the Secretary of Housing
and Urban Development, then the aforesaid completion time shall not
apply, but instead the construction of the Improvements; or any
part thereof,: shall be completed within the time specified in the
,applicable Building Loan Agreement approved by the Secretary of
Housing and Urban Development.
SECTION 5. -TIME FOR CERTAIN OTHER ACTIONS
(a) ,Time for Submission of Preliminar Desi n Plans. ,The Rede-
vTr sha submit Pre :urinary Design Pans as called for in
Section 301,of Part II of this Agreement as soon as possible
after 'the.time"for conveyance set forth in 'Schedule C hereof,
and shall submitsuch plans in no event later than January 1,
1978
(b) ,Time for Submission of Construction Plans. The Redeveloper'
shall submit, construction plans as'called:for in Section 301
of Part -ll of this Agreement as ,soon as possible after approval
of the Preliminary Design Plans by the City Council, and in, no
event, later than sixty (60) days prior to the time for start
of construction called for in Schedule D hereof.
(c) Time for Submission of Corrected Plans. In the event that
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Preliminary,Design Plans or Construction Plans are: rejected by
the City, as',set forth in Section 1301 of Part II of this
Agreement, the Redeveloper shall: submit corrected,plans
within thirty (30) days of said rejection.
(d) If any hardship shall, exist in complying with the foregoing
;provisions of this: Section, the Redeveloper may petition to
the City lin writing for an extension of time for performance
'ofl,anylpart of this Section, setting forth in detail the
reasons'for:needing such extension.
SECTION, 6. PERIOD OF DURATION OF COVENANT ON USE
The covenants pertaining to the use of the Property, set forth in
Paragraph (a) of Section 401 of Part lI hereof, shall remain in
effect ,from the date of the Deed until October 2, 1994, the period
specified or'referred,to in the Urban Renewal Plan, and shall
automatically extend for five year periods thereafter, unless
e.
changed:by the City Council.
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SECTION.7. NOTICES AND DEMANDS.
A notice, demand, or other communication under the Agreement by
either party to the other shall be sufficiently given or delivered
if it is dispatched by registered or certified mail, postage
prepaid,return receipt requested, or delivered personally, and
(i) in the case of the Redeveloper, is addressed to or delivered
personally to the Redeveloper at
College Block Partners
Clinton Street Mall
Iowa City,'Iowa 52240
AND
sed to or deliveredred personally
(ii) -in thecase of the City, is addressed
to the:
City', Manager
Civic,Center
410' E. Washington St.
Iowa', City, IA 52240
or at such other address with, respect to either such party as that
may, from'. time to time, designate in writing and forward',to the
other as; provided in this Section.
SECTION 8., COUNTERPARTS
The Agreement is executed in three (3) counterparts, each of which
shall constitute one and the same instruments.
IN WITNESS WHEREOF, the City has caused the Agreement to be duly'
executed in its name and behalf by'its Mayor and its seal to tie hereunto
duly affixed andfattested'by its City Clerk, and the Redeveloper has,:
''caused the Agreement to be duly executed in its name and behalf by its
_partners :. aOd-45-G6r-p)Y�t.H-sAhl--to.4)& 4w-eu4to.-dill-y-a-£�ixe4
an¢-attesEe -rts 3eeretary, on or as of the day first above written.
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SCHEDULE A
LEGAL DESCRIPTION
All that certain parcel or parcels of land
located in the City
of Iowa City, County of Johnson, State of
Iowa, more
particularly
described as follows, to wit:
All except the east 38.50 feet of Lot 1 in
Block 82,
Iowa City,
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Johnson County, Iowa, according to the recorded plat
thereof.
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9-135
SCHEDULE D '
PRICE OFFERED
PARCEL NO.
PRICE
,
82-1a.
$13,000
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SCHEDULE C -
TIME FOR CONVEYANCE
PARCEL NO,
DATE
82-1a''
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November 30, 1977
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SCHEDULE b
Improvements
on the parcel listed
below will commence and be
completed in
accordance with the
following scheduler
PARCEL NO.
COMMENCE
ESTIMATED COMPLETION
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82-1a
January 1, 1978
January 1, 1979
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ARTICLE 1
0
PREPARA110N Of I'itJPl:f l ' i')R 14tl[VILOP14LI41
SECTION 101. ` DEMOL11ION AND SITE CLIARANCI.. It, i,s agreed that the
City shall c o n —vej and the reifvvel')Pvt 01,111 nccept the property set
forth in Schedule A of this agremuenl AS !S !"(I it is expressely
agreed that the City makes no warranty, express or implied, regarding
subsurface conditions and that the City shall have no liability for
any', damages arising from subsurface conditions. it is further
agreed that any contracts or specifications for site demolition and
clearance which may, have been examined by the redeveloper were
examined for information purposes only, and that the City shall
assume,no liability for any defects or variance from the specifications
for 'work ,previously completed:
SECTION 102. EXPENSES, INCOME, AND SALVAGE, All expenses, including
current taxes, if any, ,re�tirig Ito Buildings or other structures
demolished or to be demolished in accordance with Section 101'
hereof shall be borne 'by, and all income or salvage received as a
result 'of'the demolition of such buildings or structures shall
belong to the City.
SECTION 103, CITY'S RESPONSIBI ITIES FOR CERTAIN M IAEP ACTIONS. The
City,, without expense to the Redevelopci m assessirient or claim
against the 'property, shall cause the restriction of traffic and
ights-of-
construction of public improvements on existing street rights-of-
way,and the construction of parking structures as specifically set
way, and
forth in the Urban; Renewal Plane Provided, the',City reserves the
right to make future modifications to'the traffic circulation
system and to the public improvements when such changes are deemed
necessary and in the public interest, and further Provided in the',
'
event that the City, after a:good faith attempt ',toldo so, is unable
to'construct the parking structures due to an inability to issue
revenue bonds', the City shall be without liability to the developer
or the developer's assigns.
(a) Installation of Public Utilities The installationor re-
location by the City or publiz .it`,'i Y r_nmparry of such sewers,
drains, water and gas distribution lines, electric, telephone,
and telegraph lines and all other public utility lines,
installations, `and facilities as are necessary to be installed
or relocated on or in connection with the Property; by reason'
of the redevelopment contemplated by the Urban Renewal Plan
and the development of the Property`. Provided, that the ,City
shall not be responsible for, nor bear any portion of the cost
of, installing the necessary utility connections within the
boundaries of the Property between the Improvements to be
"
constructed on the Property by the Redeveloper and the water,
'
sanitary sewer, and storm drain mains or other public utility
lines owned by the City or by any public utility company
within or without such boundaries, or el.•ctric, gas, telephone,
or other public utility fines owned by any public utility
company within or without such bnondaries, and the Redeveloper
shall secure any permits required -for any such installation
without cost or expense to the City.
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SECTION 104. WAIVER OF CLAIi1S AND JOINING IN PL IlT10NS 11 REDEVEL01'I;R.
The ftedevei0perlrereby waives {as the purchaser of Che Property
under tile ;A9reement'and as the owner alter the cunveyance of the
Property provided for in the A(.Ireemenl.) any and all claims to
awards of damages, if any, to compensate for Uie closing, vacation,
restriction, change of restriction 01- change of grade of any
street, alley, or other public right-of-way within or fronting or
abutting on, or adjacent to, the Property which, pursuant to
Section 103 hereof, is to be closed or vacated, or the grade of
which is to be changed; and shall upon the request of the. City
subscribe to, and join with, the City in any petition or proceeding
required for such vacation, dedication, change of grade, and, to
the extent necessary, rezoning, and execute any waiver or other
document in respect thereof. '
ARTICLE 11. RIGHTS OF ACCESS TO PROPERTY
.
SECTION 201. RIGHT OF ENTRY FOR UTILITY SERVICE. The City reserves for
itself, the City, and any pubic utility company, as may be
app.
ro
le'Property at a11priate, the unqualified right to enterupon ti
no " maintainin'
ble times for th
e, ur
bse of reconstructs g,
reasons P P ,
repairing, or servicing the public utilities located within the
boundary lines and i•ovided for in the easements described
Property . yy_
or referred'to in Paragraph_(a), Section 2 of Part I hereof.
SECTION 202. REDEVELOPER NOT TO C014STRUCT OVER UTILITY EASEMENTS. The
Redeve oper'sha not construct any building or oteer structure or
'l ' improvement 'on, over, or within the boundary lines of any, easement
for public. utilities described 'or referred to in Paragraph (a),
.
Section,2 of Part Thereof, unless such construction is provided
for in such, easement or has been approved in writing by the City
Engineer, or the authorizedrepresentative of an affected public
utility.
I
SECTION 203. ACCESS TO PROPERTY. Prime to.the conveyance of the
Property by,t e City to,the Redeveloper, the City shall permit
'- representatives of ,the Redeveloper to haveaccess to any Property
to which the City holds title, at all reasonable times for the
purpose of obtaining, data and making various tests' concerning the
Property necessary to carry out the Agrecanent. After the con
Redeveloper, the Re
, Property'` b the Cit to the P ,
veyance'of the y Y
developer shall permit employees,' agents or representatives of the
City access to the Property ;at all reasonable times for the 'pur-
poses lof the Agreement; including, but not limited to, inspection
of all work being performed in connection with the construction of
the Improvements. No compensation shall be payable nor shall any
charge be made in any form by any party for the access provided i'or
in this Section.
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®m-2 141
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i
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ARTICLE 111. CONSTRUCTION PIANS; CONSIRUCTIUN OF
IMPROVEMENTS; CERTIFICATE Of COMP1.1111UN
SECTION 301. PLANS FOR CONSTRUCTION Of IMPROVIh1lNT;.' Whenever used in
__'tt is greenieriE the leriii °jircliminary design plans" shall include a
site plan and preliminary plans For improvements 'which clearly show
the size, location, and external appearance of any structures,
along with such other information as is necessary to fully deter-
mine the intentions of the redeveiopei. The term "construction
plans" shall mean all plans, specifications, drawings, or other
informationrequired to be submitted for issuance of any permit
called for by applicable codes and ordinance. The term "Improve-
ments", as used in this Agreement, shall be deemed to make reference
to any buildings, structures, renovations, or other improvements,
as provided for and specified in this Agreement, preliminary design
plans, and construction plans:
The Redeveloper, shall, prior to the construction of the lmprove-
ments called for in this Agreement, submit for approval by the City
Council preliminary design plans, and, such other information as is
necessary for the City; Council: to fully determine the intentions of
the redeveloper. Such plans shall be'submitted no later than'the
time specified therefor in Paragraph (a), Section 5, of Part I
hereof. It is expressly understood that the preliminary design
plans shall be''submitted to review
by the City's Design Review
h preliminary design plans by ;the City,
A ro
vaT ofsuc Y 9,
Comini ttee. pp P
Council shall in no way relieve the redeveloper, of the respon-
ioi'red ermits and otherwise fully
obtainin all re p
.for l
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complying with all applicable state and local codes and ordinances.
Following approval of preliminary design plans by the City Council
the redeveloper shall submit construction plans and other informa
tion necessary to otitain all permits required by applicable codes,
and ordinances.
The preliminary design plans, as defined herein, shall in any
ed b the Cit Council unless rejection
be deemed
approved Y
nt Y
eve PP
thereof in writing shall be set forth by the City within forty (40)
days after the date of their receipt by the City Clerk. if the
City so rejects such preliminary design plans in whole or in part,
the Redeveloper shall submit new or corrected 'prel iminary design
Plans which correct the defect set forth in the rejection, within
the .time specified therefor in Paragraph C, Section 5, of Part i
hereof. The provisions of this section '`relating ,to approval,
rejection, and resubmission of corrected preliminary design plans
herein aboveprovided:with respect to the original plans shall
continue, to apply until the preliminary design plans have been
approved by the City Council.
All work with respect to the Improvements to be constructed or
provided by the redeveloper on the property shall be in conformity
with the preliminary design plans as approved by the City Council:
Construction plans called for herein shall be consistent with and.
logical extensions of the preliminary, design plans approved by the
City Council.
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SECTION 302. CHANGES 1N CONSTRUCTION PLANS' if thRedeveloper
desires— to make any-- comes I'll tTe preliminary design plans after
their approval by the City Council, the: Redeveloper shall submit
the proposed change to the City Council for its approval. Changes
in construction plans as defined herein, may be approved by the
Department of Housing and Inspection Services, provided that such
changes will not cause the Improvement to be constructed in a
manner not consistent with the preliminary design plans as approved
by Council.
SECTION 303. COMMENCEMENT AND COMPLE11ON OF CONSTRUCTION OF IMPROVEMENTS.
—f ie Re eve oper-, grees for rtse'f r,`, i"ls sriccessors an assigns, an
every successor in interest to the Property, or any part thereof,
and the Deed shall contain covenants on the "part of the Redeveloper
for itself and such successors and assigns, that the Redeveloper,
and such successors and assigns, shall promptly begin and diligently
pursue to completion the redevelopment of the Property through the
constructionof the Improvements,thereon, and that such construction
Hall in any event be begun within the period specified in Section
4' of Part'I hereof and be completed within the period_ specified in
such Section 4. It is intended and agreed, and the Deed shall so'
expressly provide, that such agreements and covenants shall be
covenants running with the land and that they shall, inlany event,
and without regard to technical classification or designation,
legal or otherwise, and except only as otherwise specifically
provided in the Agreement itself, be, to the fullest extent permitted
by law and equity, binding for the benefit of the community and the
city and enforceable by the City against the Redeveloper'and its
successors and assigns to or of the Property or: any part', thereof or
any, interest therein.
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SECTION 304. PROGRESS REPORTS. Subsequent to conveyance of the Property,
-'or any part,t ereof, to,the Redeveloper, and 'until construction of
the Improvements has been completed, as set forth in Section, 305'
hereof, the Redeveloper shall make reports, set -forth the status of
Improvements,gonstruction schedule, and such other information as
1
may, reasonably',be requested by: the City, as to the actual progress
of the Redeveloper with respect to such construction.
SECTION 305. CERTIFICATE OF COMPLETION.
(a) thirty (30) days after completion of the Improvements
,Within
in accordance with those provisions of the Agreement relating
solely to the obligations of the Redeveloper :to'construct the
:Improvements (including the dates for beginning and completion
thereof), the City will 'furnish the Redeveloper with an appro-
priate instrument so certifying. Such certification by,the'
City ',shall lbe (and it shall be so provided in the Deed and in
thecertification itself) a conclusive determination of'satis-
faction and termination of the agreements'' and covenants: in the
dates for :the beginning and completion thereof: Provided,
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i
that if there is upon the Property a mortgage insured, or held
or owned, by the Federal Housing Administration and the Federal
Housing Administration shall have determined that all buildings
constituting a part of the Improvements, and covered by such
mortgage are, in fact, substantially completed in accordance
with the plans and are ready for nccupancy, then, in such
event, the City and the Redeveloper shall accept the deter-
mination of the FederalHousing Administration as to such
completion of the construction of the improvements in accor-
dance with the plans, and, if the other agreements and covenants
in the Agreement obligating the Redeveloper in respect of the
construction and completion of the improvements have been
fully satisfied,, the City shall forthwith issue its certifi-
cation provided for in this Section. Such certification and
such determination shall not constitute evidence of compliance
with or satisfaction of any obligation of the Redeveloper to
any holder of a mortgage, or any insurer of'a mortgage, securing
money loaned to: finance the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels of the Property
which, ,if so provided in Part I hereof, the Redeveloper may.
convey or lease as theA mprovements to be constructed thereon
are, completed, the City will also, upon proper completion of
the Improvements' relating, to any'such Bart or parcel, furnish
the Redeveloper with an appropriate instrument, certifying
that such Improvements relating to any such part or parcel
have been made in accordance with the 'provisions of the Agree-
ment. Such certification' shall mean and provide (1) that any
party purchasing or leasing such individual part or parcel
pursuant to the authorization herein contained shall not
(because of such purchase or lease) incur any obligation with
`
respect.to the construction of the Improvements relating tol
such part or .parcel or to any other part or parcel of the
Property; and (2) that neither the City, nor any other party;,
shall'.thereafter have or be entitled to exercise with respect
to any such individual part or, parcel so sold (or, in the case
>'of lease; with respect ri to the leasehold interest) any g hts
- or remedies or controls that it may otherwise have or be
entitled to ezercise,,with respect to the construction of
Improvements as called for herein.
(c) Each certification provided for in this Section shall be in
such form as'will enable it to be recorded in the; proper
office for the recordation of deeds and ether instruments'
pertaining to the Property, including the Deed. If the City
shall "refuse or fail;to'provide any certification in accor-
dance with the provisions of this "Section, the City shall',
b the Rede -
within 30 days after written request y
'within_thi 9
Y ( ) Y
er with a written statement',
velo erprovide Redeveloper
F
cts the Redevelopererindicatin9 in adequate detail in what respe
has failed to complete the Improvements in accordance with. the
`
provisions of the Agreement, or is otherwise in default, and
what measures or acts it will be necessary, in the opinion of
`i
the City, for the Redeveloper to 'take or perform in order to
obtain such certification.
Mi -5 144
ARTICLE fo RESTRICTIONS UPON USE OF PRORTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
in interest to
and its successors and assigns, and every successor
any thereof, and the Deed shall contain
the Property, or part
Covenants on the part of the Redeveloper for itself, and such
successors and assigns, that the Redeveloper, and such successors
and assigns, shall:
(a) Devote the Property to, and only to and in accordance with,
the uses specified in the Urban Renewal Plan; and
I
b Not discriminate upon the basis of race, color, creed; religion,
( ) e sale lease, or
th
age; disability; sex or national origin in ,
of the Property or any
rental or in the use or occupancy
improvements erected or to be erected thereon, or any part
thereof.
(c) All advertising (including signs) for sale and/or rental of
the Property shall 'include the legend,
the whole or, any part of
f Basil
of
An O en,Occupancy Building, in type or jetaering o _ y
p
legible size and design. The word "Project or
may be substituted for the word "Building" where circumstances
require such substitution.
(d) Comply with the regulations issued by the Secretary of Housing
and Urban Development set forth in 37 F.R. 22732-3 and all
and orders issued thereunder which prohibit
applicable rules
the use of lead-based paint in residential structures under
;.
federally -assisted construction or rehabilitation and
going y,
require 'the elimination of, lead-based paint hazards.
y.
SECTION 402. COVENANTS: BINDING UPON SUCCESSORS IN INTERESTS: PERIOD OF
'.s so expressly
DURATION. It is intended an agree , an t e ee a
provi3e, that the agreements and covenants provided in Section 401
hereof shall be covenants running with the land and that they
regard -to technical classification
shall, in any, event, and without
or designation, legal or, otherwise, and except only as otherwise;
specifically provided in the Agreement;,be binding, to the fullest
4
extent permitted by, law and 'equity, for the benefit and in favor
of and enforceable by, the,City, its successors and 'assigns, any
thereof, and the
suessor in interest to the Property, or any part
cc
(in the case of"the covenant provided in subdivision
United States
(b) of Section 401"hereof), against the Redeveloper, its successors
and',assigns, and every successor in interest to the Property, or any
part thereof or any', interest therein, and any party in possession
it is further
:.I
or occupancy of the Property or any part thereof.
intended and aggreed that the agreement and covenant provided in
-i
subdivision (a) of Section 401 hereof shall remain in effect for
the'period'of_time, or until' the date, specified or referred to in
Section 6 of Part Thereof ('at which time such agreement and covenant
is
shall terminate) and that the agreements and covenants provided in
'
Ni 145
subdivision'(b)• Section 401 hereof shall remu•in effect
without limitation as to time: Provided, that such agreements and
covenants shall be binding on the Redeveloper itself, each successor
in interest to the Property, and every part thereof, and each party
in, possession or, occupancy, respectively, only for such period as
such successor or party shall have title to, or an interest in, or
possession or occupancy of, the Property or part thereof. The
terms "uses specified in the Urban Renewal Plan" and "land use"
referring :to provisions of the Urban Renewal Plan, or similar
language, in the Agreement shall include the land and all building,
housing, and other requirements or restrictions of the Urban
Renewal Plan pertaining to such land.
SECTION 403. CITY AND UNITED STATES RIGHTS TO ENFORCE. In amplifica-
not in restriction of, the provision of the preceding
tion,'an
Section, it is intended and afed that the City and its successors
and assigns shall be deemed beneficiaries of the agreements and
covenants provided in Section 401 hereof, and the United States
shall be deemed a beneficiary of the covenant provided in sub-
division (b) of Section 401 hereof, both for and in their or its
own right and also for the purposes of protecting the interests of
the community and other parties, public or private, in:whose favor
or, for whose'favor'or for whose benefit such agreements and covenants
havebeen provided. Such agreement and covenants shall (and the
Deed 1shall so 'state). run in favor of the City and the United
States, for the entire period during which such agreements and
covenants 'shalllbe,in force and effect, without regard to whether
the City or the United S tates has at any time been, remains, or in
an owner of any land or iinterest therein to or in favor of which l
such agreements and covenants relate. The City 'shal1 have the
right; in the event of ,any breach of any such agreement or covenant,
and the United States shall have the right in the event of any
breach of the covenant provided in subdivision (b) of Section 401
'andremedies,
and to maintain
•`se all the rights
hereof, to exerct
any actions or suits 'at law orinequity or,other proper proceedings
f such
breach of agreement or, covenant, to
the'curing','o s 9
to enforce
which it or anyother: beneficiaries of such agreement or covenant
may be entitled.
ARTICLE V. PROHIBITIONS AGAIfJST ASSIGNMENT AND TRANSFER
SECTION O1
P ES
greesONS AS
TO
REDEVELOPMENT. The Redeveloper
5 RER
representssand agrees,t at itslpurchase of the Prop REDEVELOPMENT.
its
other undertakings pursuant to' the Agreement, are, and, will be'
used, for the purpose of the redevelopment, of the Property and not
for Ispeculation in land holding. The Redeveloper further recognizes
that, in view of
(a) the importance of the redevelopment of the Property' to the
general welfare of the community;
(b) ,the substantial financing and other public aids that have been
made'avaiTable by law and by the Federal and local Governments
for the purpose of making such redevelopment possible; and
(c) the fact that a transfer of the stock in the Redeveloper or of
a substantial part thereof, or any other, act or transaction
=/ 14 6
involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect to the
identity of the, parties in control of the Redeveloper or the
degree thereof', is for practical purposes a transfer or
disposition of the Property then owned by the Redeveloper,'
the qualifications and identity of the Redeveloper, and its stock-
holders, are of particular concern to the community and the City.
The Redeveloper further recognizes that it is because of the recog-
nition of such qualifications and identity that the City is entering
into the Agreement with the Redeveloper, and, in so doing, the City
is further willing to accept and rely on the obligations of the
Redeveloper for the faithful performance of all undertakings and
covenants in the 'Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWNERSHIP OR CONTROL OF
REDEVELOPER. For the 'foregoing reasons, t e Redeveloper agrees
for itself, and all, persons holding an interest therein, their
heirs, successors and assigns that there'shall be no change or
transfer of ownership or control by any person or combination of
persons owning or controlling ten (10) percent or more 'interest in
the Redeveloper through sale, assignment, merger,, increased,
capitalization or by any other means, without the express written "
approval of the City. With respect to this provision, the Rede-
veloper and the parties signing the Agreement on behalf of the
Redeveloper represent that they have the authority of all, persons'
holding interest therein to agree to .this provision on their behalf
and to ,bind them with respect thereto.
SECTION 503. PROHIBITION AGAINST TRANSFER OF PROPERTY AND ASSIGNMENT OF
GREEMEN so, for the foregoing reasons the Redeveloper represents
an agrees for itself, and its successors and assigns, that:
(a) 'Except only
and onl i
(1) by way of security for, lfor) the purpose y ( P pose of
obtaining financing necessary to enable the Redeveloper
or any successor injnterest to the'Propertyor any part
thereof, to perform its obligations with respect to
making the Improvements under the Agreement, and (ii) any
other purpose authorized by the Agreement, and
(2) as to any, individual parts or 'parcels of the Property on
which the'Improvementsto be constructed thereon have
been completed, and which, by the terms of the Agreement,
the Redeveloper is authorized to convey or lease as such
.
-Im rovements are completed,
P
the Redeveloper (except as so authorized) has not made or created,
and,that it will not, prior to the proper completion of the'Improve-
ments as certified by the City, make or create, or suffer to be
8
14'7
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made or created, any total or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer in any other mode or
form of or with respect to the Agreement or the Property, or any
part thereof or any interest therein, or any contract or agreement
to do any of the same, without the prior written approval of the
City: Provided, that prior to the issuance by the City of the
certificate provided by in Section 306 hereof as to completion of
construction of .the Improvements, the Redeveloper may enter into
any',agreement to sell, lease, or otherwise transfer, after the
issuance of such certificate, the Property or any part thereof or
interest_ therein, which agreement shall not provide for payment of
or on account of the purchase price or rent for the Property, or
the 'part thereof or the interest therein to be so transferred,
prior to the issuance of ,such certificate.
(b) The City shall be entitled to require, except as otherwise
provided in the Agreement, as conditions to any such approval
that:,
J
(1) Any 'proposed 'transferee shall have the qualifications and
financial responsibility, as determined by the City,
necessary and adequate to fulfill the obligations under-
taken in the ;!Agreement by ,the Redeveloper (or, in the
event the transfer is of or relates to, part of the
Property such obligations to the extent that they relate
•, to such part)!.
(2) Any proposed 'transferee, by instrument in writing satis-
factory: to the City and in form recordable among the land
records, shall, for itself and its successorsand assigns,
and expressly for the benefit of the City, have expressly
assumed all of the obligations of the' Redeveloper under'
the,', Agreement and agreed to be subject to all the condi
tions and, restrictions to which the Redeveloper 'is sub
I ject (or, in ,the event the transfer is of or relates to
part of the Property, such obligations, conditions, and
restrictions to the extent that they `relate to such
part): Provided, that any instrument or agreement which
purports Co transfer any interest whatsoever caused by
this agreement without the express written approval of
the City, ,is null and void.
(3) There shall be submitted to the City for review all
instruments and other legal,' documents, involved in effecting
transfer; and if approved, by the City, its approval shall
be indicated to 'the Redeveloper in writing.
(4) The consideration payable for the transfer by the trans-
feree or on its 'behalf shall not exceed an amount repre-
senting the actual' cost (including carrying charges) to
"i the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the Improve-
ments ,
mprove-ments, if any, theretofore made thereon by it; it being
the intent of this provision to preclude assignment of
the Agreement or transfer'of the Property for profit
U -g 148
c,
prior • the issuance of the certifica�f completion as
set forth in Section 306 of this Agreement. The City
shall be entitled to increase the Purchase Price to the
Redeveloper by the amount that the consideration payable
for the assignments or transfer is in excess of the
amount that may be authorized pursuant to this sub-
division (4), and such consideration shall, to the, extent
it is in excess of the amount so authorized, belong to
and forthwith be paid to the City.
(5) The Redeveloper and its transferee shall comply with such
other conditions as the City may find desirable in order
to achieve and safeguard the purposes of the Urban
Renewal 'Act and the Urban Renewal Plan.
Provided, that in the absence of specific written agreement by the
"Clty to the contrary, no such transfer or approval by the City
thereof shall be deemed to relieve,, the Redeveloper, or any other
Party bound in any way by the: Agreement or otherwise with respect
to the construction of.',the Improvements, from any of its obli-
gations with respect thereto.
SECTION 504. INFORidATiON AS TO HOLDERS OF INTEREST IN REDEVELOPER: In
order to 'assist in t e'effectuation of t e purposes'of tips Trticle
V and the statutory objectives generally„,the Redeveloper agrees
that during the period between execution of the he Ci ty, and
comPTetion of the Improvements as certified by the City,
(a) the Redeveloper will promptly notify the City of any and all
changes whatsoever in the ownership or control of interest,
legal or'ibeneficial , or of any other act or transaction
involving or resulting in any change in the, ownership of such:
interest;or in the relative distribution thereof, or with
respect to the, 'identity of the parties in control of the
Redeveloper or the degree thereof, of which it or any of its
officers have been notified or otherwise have knowledge or,
it t,
information; and:
(b) ;the Redeveloper shall at such time or times las the City may
request, furnish 'the Ci:ty!,with ,a complete statement, sub-
scribed and sworn to by the President or other executive, .
officer of the Redeveloper, setting forth all of the holders
of interest in the Redeveloper and the extent of their re-
-spective holdings,
and in'the event any other parties have a'
beneficial
in
terest
in`such holdings their 'names and the
ben , ed V .:the
extent of such interest, all as determined or indicated t Y.
records of
the Redeveloper, any specific inquiry made by any
such officer„ of all parties who on the basis of all such
recordsown ten (10) percent or more of the interest est in the
Redeveloper and by
such
other knowledgee or information as
'
informatioh
such
"officer shall have. Such data lists, , and
el rior
to
shall Y
in an event
be
furnished the City
immediat y p
condition
the delivery of the Deed to the Redeveloper and as a
dent thereto, and annually thereafter on the anniversary
prece ificate of
of the date of the Deed until the issuance of a cert
completion of all the Property.
9010 149
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
SECTION 601. LIMITATION UPON ENCUMBRANCE OF PROPERTY_. Prior to the
coton,of the Improvements, as csrtifte� by the City, neither
mpet
the Redeveloper,, nor any successor in interest to the Property or
any part thereof shall engage in any financing or any other trans-
action creating any mortgage or other encumbrance or lien upon the
Property, whether by express agreement or operation of law, of
suffer any'en,cumbrance or lien to be made on or attach to the
Property, except for the purposes of obtaining,
(a) funds only to the extent necessary for making the Improvements,
and
(b) such additional funds, if any; in an amount not to exceed the
Purchase Price paid by the Redeveloper to the City.
The Redeveloper (or successor in interest) shall notify the City in
advance of any financing, secured by mortgage or other similar lien
instrument,:' it proposes to enter into with respect to the Property,
or any part thereof, and in any event it shall promptly, notify the
City of any encumbrance or lien that has been created on or attached
to the Property, whether by voluntary act of the Redeveloper or
otherwise.- For,the purposes of such mortgage financing as may be
made pursuant to the Agreement; the Property may, at the option of
the Redeveloperi(or successor in interest), be 'divided into several
parts or parcels, provided that such subdivision, in the opinion of
the City, is not inconsistentwith the purposes',of the Urban Renewal
plain and the iAgreement and is approved in writing by the City.
SECTION 602. MORTGAGEE NOT OBLIGATED TO CONSTRUCT. 'Notwithstanding any
_ of tFe provisions of t e greement, tnc u tng but not limited to
those which are or are intended to be covenants running with the'.
land, the holder of any mortgage authorized by the Agreement (includ-
ing any such holder who obtains title .to the Property' or, any part
thereof asresult of foreclosure' proceedings,; or action in lieu
,a
thereof, but not including (a)lany,other party, who thereafter
obtains title to'.the Property or such part from or through such
'i
holder, or (b) any other purchaser at foreclosure sale other than
the holder of the mortgage itself),shall in no wise be obligated. by
the provisions of the Agreement to construct or complete' the Improve-
ments or to guarantee such construction or completion; nor shall
any ,covenant 'or any other provision in the Deed beconstrued to so
obligate such holder: Provided, that nothing in this Section or
any other Section or'provison of the, Agreement shall be deemed or
d'to permit or authorize an such holder to devote the
construe Y
p
Property 'a'art ahereof,to anyan, uses, or to 'construct y
Y ornY P
improvements 1 hereon, other than those uses or improvements prrvided
:.,
or permitted 'in the Urban Renewal Plan and in the Agreement.
9411 150
SECTION 60_3. COPY OF NOTICE Of DEFAULT TO MORTGAGE EIPWhenever the City
_.._.._.___ _
shall e
ll deTiver any notice or dman.. d to .the Re eveloper with respect
to any, breach or default by the Redeveloper :in its obligations or
covenants under the Agreement, the City shall it the same time
forwiird a copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the last address of such
holder shown in the records of the City.
SECTION 604. MORTGAGEE'S OPTION TO CURE DEFAULTS. _After any breach or
default referre to in ection 3 hereof, each such holder shall
(insofar as ,the rights of the City are concerned) have the:right,
at°its option, to cure or remedy such breach or default (or such
breach or default to the extent that it relates to the part of the
Property,covered'.by its mortgage) and to add the cost thereof to
the mortgage debt and'the lien of its mortgage: Provided, that, if
the breach or default is with respect to construcbio o —the
Improvements,, nothing contained in this Section or any other
Section of the Agreement shall be deemed to permit or authorize:
such holder,, either before or after foreclosure or action in lieu
thereof, to undertake or continue the iconstruction or completion,of
the -Improvements (beyond the extent necessary,, to conserve or protect
Improvements lor construction already made) without first having
expressly assumed the obligation to the City, by written agreement
satisfactory ,to the City, to complete; in the manner provided in
the'.Agreement the Improvements on the Property or the part thereof
to which 'the 'lien or title of such holder relates. Any such holder
who 'sha11 properly complete the Improvements relating to the
Property or applicable part thereof shall be entitled; upon written
`, '
certification or certifications by
request madeto the City, to a
the City to such effect in the lmanner ,provided 'in Section 305 of
the Agreement and any such certification shall, if so requested by
such holder mean and, provide that any ':remedies or rights with
respect to recapture of or reversion :or revesting of 'title to the
Property that the City shall have or be entitled to because of
failure of the Redeveloper or, any successor io interest to the
Property, or any part thereof, to cure or remedy any ;default with
respect to the construction of the Improvements on other parts or
parcels of the Property, or became of any other 'default in or
breach of the Agreement by the Redeveloper or; such successor, shall
'
hot apply to the part or parcel of the Property to which such
certification relates.'
SECTION 605. CITY'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE PROPERTY.
n any case, w ere, su Sequent to defau I t or breach by the Re e-
veloper (or'successor`in interest) under the Agreement, the holder
of'any mortgage on the Property or part thereof
(a) has, but does not exercise, the option to construct or complete
the Improvementsrelating to the Property or part thereof
covered by its mortgage or to which it has obtained title, and
such failure continues for a period of sixty (60) days after
the holder has been notified or informed of the default or
breach; or
11012' 151 '
Phe
(b) undertakes construction or completion of Improvements but
does not complete such construction within the period as -
agreed upon by the City and such holder (which period shall in
any event be at least as long as the period prescribed for
" such construction or completion in the Agreement), and such
default shall not have been cured within sixty (60) days after
written demand by the City so to do,
the City shall (and every mortgage instrument made prior to comple-
tion of the Improvements with respect to the Property by the Re-
developer or successor in interest shall so provide) have the
option of paying to the holder the amount of the mortgage debt and
securing an assignment of the mortgage and the debt secured thereby,
or, in the event ownership of the Property (or part thereof) has
vested in such holder by way'of foreclosure or action in lieu
thereof, the 'City 'shall be entitled, at its option, to a conveyance
to it of the ,Property or part thereof (as the case may be) upon
payment, to such holder of aniamount equal to the sum of: (i) the,
mortgage debt at the time of,Joreclosure or action in; lieu: thereof
(less 'all 'appropriate credits, including thoseresulting from
'',income
collection and application of rentals and other received
during foreclosure proceedings); (ii) all expenses with respect to
theffor'ed osure;'(iii) the net expense,llif any (exclusive of general
overhead),' incurred by such holder in ',and as a direct result of the
subsequent management of the Property; (iv) the costs of any Improve-
ments made by sucW holder; and (v) an 'amount equivalent,to the
interest that would have accrued on the aggregate of such amounts
such, amounts become art of .the mortgage debt and such debt
had all P
had continued in existence.
SECTION 606. CITY'S OPTION TO CURE 14ORTGAGE DEFAULT. In the ,event of a
`
default or, breach prior to the comp etion of the Improvements by;,
the Redeveloper, or any successor in interest, in or of°any of its
obligations under, and to the holder of, any mortgage or other
instrument creating an encumbrance or lien upon the Property or
part thereof, the City may at its option cure such default or
breach, in which cases the City shall be entitled, inladdition to
'to
and without limitation upon any other rights or',remedies which
it shall be entitled by the Agreement, operation of law, or other-
wise,' to reimbursement from the Redeveloper or successor in interest
of all costs and ,expenses incurred by the City',in curing such
default or breach and to alien upon the Property (or the part
thereof to which the mortgage, encumbrance, or 'lien relates) for
en t: Provided, that an 'such lien ;shall be subject
such reimbursem , any!such
to the lien 'of me u ing any lien' contemplated, because of
advances yet to be made, by) any then existing mortgages on the
Property ',authorized by the 'Agreement.
SECTION 607. MORTGAGE AND HOLDER.' For the purposes of the Agreement:
!'
The term,"mortgage" shall include adeed 'of trust or other instrument
creating an encumbrance or lien upon the Property, or any part
-
thereof, as security for a loan. The term "holder" in reference to
a mortgage shall include any 'insurer or guarantor of any obligation
I
i
!i
4113 _152
or condition's0ed by such mortgage or deed o Dust, including,
but not limited to, the Federal llousing Commissioner, the Admin-
istrator of Veterans Affairs, and any successor in office of either
such official.
ARTICLE VII, REMEDIES
SECTION 701. IN GENERAL. Except as otherwise provided in the Agree-
ment, in t1he event of any default in or breach of the Agreement, or
any of its terms or conditions, by either party hereto, or any
successor to such party, such party (or successor) shall, upon
written notice from the other, proceed immediately to cure or
remedy such default or breach, and,, in any event, within sixty (60)
days 'after receipt of such notice. In case such action is not
taken or not diligently pursued, or the default or breach shall not
be'cured or remedied within a reasonable time, the aggrieved party
may institute such proceedings as may be necessary or desirable in
its opinion to cure and remedy such default or breach, including,
but not limited to, proceedings to compel specific performance by
the party in'default'or breach of its obligations.
SECTION 702. TERMINATION BY REDEVELOPER PRIOR TO CONVEYANCE. In the
event that the City does not tender conveyance of the Property, or
possession thereof, injthe manner and condition; and by the date,:
provided in this Agreement, and any such failure, shall not be cured
within sixty: (60) days after the date of written demand by the
Redeveloper, and the City is unable to demonstrate, to the rea-
sonable satisfaction of the Redeveloper that the defects:: loud, or
other deficiencies in or on title involved, or the part ofi the
property to which it relates, is of such nature:that the,Rede-
on
veloper will not be hampered or:delayed in the cstruction of the
improvements by taking ;title and possession subject to such defects,
the Citywill refund to the Developer', any good faith deposit tendered
by, the Redeveloper for:suchlproperty or.the portion of said good
faith`depositt reasonable allocable to the portion 'of the, property
not conveyed and this agreement with respect toithe property not
conveyed shall be terminated, provided, it is hereby expressly
agreed that in the event this agreement :is terminated pursuant to
this"Section'each party to this agreement shall be sol ely,res Pons ible
for all expensesincurred or obligated by it and shall ,have no
claim against the other party.,;
SECTION 703. TERMINATION BY CITY PRIOR TO CONVEYANCE. In the event
that prior to conveyance of the Property to the Redeveloper, the
Redeveloper is in ,violation of Section ,502 of Part lI of this
Agreement or the Redeveloper does not pay the Purchase Price and
take title to the Property upon tender of conveyance by the City
pursuant to this: Agreement, or the Redeveloper fails to cure any
default or failure within thirty (30) days from the date of written
demand by the City, 'then this Agreement, and any rights of the
Redeveloper, or, any assignee or transferee, in this Agreement, or
arising therefrom,with'respect to the City or the Property, shall,
r
at the option of the City, be terminated by the City, in which
event, as provided in Paragraph C, Section 3 of Part l hereof, the
153
I
Deposit or anyportionthereof may be retained bythe City as
liquidated damages and as.its property without any deduction,
offset, or recoupment whatsoever, and neither the Redeveloper (or
assignee or transferee) nor the City shall have any further rights
against or liability under this Agreement to the other in respect
to the property or part thereof for which the deposit has been
retained.
SECTION 704 REVESTING TITLE IN CITY SUDSEQUENT TO CONVEYANCE TO REDEVELOPER.
In the event that subsequent to conveyance of t e Property or any
part thereof to the Redeveloper and prior to completion of the
Improvements as 'certified by the City
(a) the Redeveloper does not submit plans as required by the
Agreement in satisfactory form and in the manner and by the
dates respectively, provided in this Agreement; or
(b) the Redeveloper (or successor in interest) shall default in or
'
violate'its obligations with respect to the construction of
the Improvements'(including the nature and the dates of for
the beginning and completion thereof), or shall abandon or
substantially suspend construction work, and any such default,
b. violation, abandonment, or suspension shall not be cured
ended,,or remedied within ninety (90) days after written
y
demand', by the City; or -
(c) Redeveloper (or successor in interest) shall fail to pay
,the
real estate ?taxes or assessments on the Property or any part
thereof when due, or shall place thereon any encumbrance or:
lien unauthorized by the Agreement, or shall suffer any levy
or attachment to',be made, or any materialmen's or mechanics'
lien, or any other unauthorized encumbrance or lien to attach,
and such taxes or assessments shall not have been paid, or the
encumbrance or 'lien removed or discharged or provision satis-
factory'to the City made for such payment', removal; or discharge,
within ninety (90) days after written demand by the City; or
(d) the Redeveloper' violates the provision of Section 502 of Part
II of this Agreement and such violation shall not be cured
within sixty (60) days'after.written demand by the City to the
Redeveloper,
then, the City shall have the right to re-enter and take possession
ofthe Propertyand all Improvements located thereon and to terminate
`.
(and revest_in the Cit the property conveyed,by the Deed to, the
a City) P P Y i
the intent of this provision, together with
Redeveloper, it being. p 9
other provisions of the Agreement, that the conveyance of the
Property to the Redeveloper shall be made upon; and that the Deed
shall contain', a';condition subsequent to.the effect that in the
event of any default,` failure, violation, or other action or ir.action
by the Redeveloper specified in subdivisions (a), (b), (c) and (d)
of this Section 704, failure, on the part of the Redeveloper to
remedy, end, or abrogate such default, failure, violation, or other
action or inaction, within :the period and in the manner stated in
such subdivisions, the City at its option may declare a termination
in favor of the City of the title, and of all the rights and interests
in and to the property conveyed by the Deed to the Redeveloper and
154
15
Improvements c•tructed thereon, and that such itle and all
and
' hts and interests of the Redeveloper,Y ns or suc-
cessors in interest to and in the Property and any Improvements
constructed thereon, shall revert to the City:Provided, that such.
condition subsequent and any revesting of title as a result thereof
in the City
(1) shall always be subject to find limited by, and shall riot
defeat, render invalid, or limit in any way, (i) the lien of
any mortgage authorized by the Agreement, and (ii) any rights
or interests provided in the Agreement for the protection of
the holders of such mortgages; and
(2) shall not apply to individual parts or parcels of the Property
(or, in the case of parts or parcels leased; the leasehold
interest) on which the Improvements to be constructed thereon
have been completed in accordance with the Agreement and for
which a.certificate of completion is' issued therefor as
provided in Section 305 hereof.
`In addition to and without in any way limiting the City's
p
right tore -entry as provided for in this Section, the City
shall have the right to retain the Deposit or any portion
thereof;as provided in Paragraph C, Section 3'of Part I
hereof,'without ',any deduction; offset or'recoupment `what-
soever,Sin the event of a'default violation or failure of the
^Redeveloper as specified in this Section.
'I
SECTION 705. RESALE OF REAC UIRED PROPERTY; DISPOSITION OF PROCEEDS.
Upon, t elrevesttng in a e,C1Cy of tit e to t e Property ,and any
Improvements thereon,', or any part thereof as 'Provided in Section
704;the City shall,'pursuant.to its,responsibiltties,under State
law,: use its°best efforts to resell the Property or part thereof'
(subject to such mortgage liens and leasehold, interests,' as in
Section 704 'set forth ,and provided) as; soon and in such manner as
the Cit shall find feasible and consistent with the objective of
Y
in
'making or completing the Improvements or
so
other improvements.
their stead 'as shall be satisfactory to the City and in 'accordance
with the uses specified for such Property or part thereof in
the
Urban Renewal Plan. Upon such resale of the Property, the proceeds
thereof shall be applied:
(a) 'First, t
and .exo reimburse the City, on its own behalf, for all costs
", including but not limited
penses incurred bY,the CitY
to salaries of personnel'; in connection with the recapture,'
management, and resale of the,Property or part thereof I(but
lessian income derived by; the City from the Property or part
u.
Y
nnection with such management); all taxes,
thereof i n co 9
t.
assessments, and water and sewer charges with respect to he
Property is
Property or ( ' or, in the event the p Y
part thereof
exem t from taxation assessment or such charges during the
P
period: of ownership' thereof by the City, the amount, if: paid,
equal to such ,taxes, assessments, or charges (as determined by
the City assessing official) as would have been payable' if the
Property or part thereof at the time of revesting of title
M 6 155
thereto in the City or to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to
obligations, defaults, or acts of the Redeveloper, its successors
or transferees; any expenditures made or obligations incurred
with respect to the making or completion or removal of the
Improvements or any part thereof on the Property or part
thereof; and any amounts otherwise owing the City by the
Redeveloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, its successor or trans-
feree, up to the amount amount equal to (1) the sum of the
purchase: price paid by it for the Property (or allocable to
the part thereof) and the cash actually invested by it in
making any "of the improvements on, the Property or part thereof,
unless (2) any gains or income withdrawn or made by it from
the Agreement or the ,Property.
Any ,,balance remaining after such reimbursements shall be.retained
by the City as its property.'
SECTION 706. OTHER RIGHTS AND REMEDIES -OF CITY; NO WAIVER BY DELAY.
The City shall ave the right to institute such,actions'or proceed-
ings,as it may deem desirable for effectuating the purposes of this
Article VII;r,including also the right to execute and record or file
among the public land records in the office in which the Deed is
recorded a written declaration of the termination of all the right,
title, and interest of the Redeveloper; and (except for such
individual parts or parcels 'upon which; construction of that part.of
the',Improvements required to be constructed thereon has been
completed, in accordance with the Agreement, and for which,a certi-
Ji
ficate of completion'as provided in Section 305'hereof -is to be
delivered, and subject to such mortgage liens and leasehold interests C
ass, provided in Section 704 hereof) its -successors in interest and
assigns, in the ,Property, iand the revesting of title thereto in the
City: Provided, that any delay by the,City in instituting or
prosecuting any such actions>or proceedings or otherwise asserting
its rights under this Article VII shall not operate as a waiver of
'deprive rights in way (it
such rights or to it of or limit su& any
being the intent of this provision' that[ the City should not be 1
constrained (so as to avoid the risk of'beingldeprivecl of or
limited in the exercise of the remedy provided in this Section
because of conceptsofwaiver, laches, estoppel, or otherwise) to
exercise such remedy at a time when it may still hope otherwise to
resolve the problems created by the default involved); nor shall
anY 'waiver in factmade by the City with respect to any specific
default by the Redeveloper under, this Section be considered or
:treated as a waiver of the rights of the City with respect to any
other defaults by the Redeveloper under this Section or with
respect to the particular default except to the extent specifically
n
waived in writing.
i 9
7 156
SECTION 707. IMPOSSIBILITY OF PERFORMANCE BY CITY PRIOR TO CONVEYANCE OF
PROPERTY. Should at any time prior to the conveyance of title to
any Projierty under this Agreement, the City of Iowa City, Iowa he
enjoined from such conveyance or prevented from so doing by any
order or decision or act of any judicial, IegislaLive or executive
body having authority, in the premises, the City at its option may
terminate this Agreement and any obligations incurred by either
party shall cease. In the event of such termination, the City
shall not be responsible for any damages, expenses or costs incurred
by the Redeveloper by reason of such termination. It is further
agreed and understood that the City shall have no liability for
failure to deliver title to such Property or any part thereof to
the Redeveloper after making a good faith attempt to do so.
SECTION 708. ENFORCED DELAY IN PERFORMANCE—FOR CAUSE BEYOND CONTROL OF
PARTY. For t o purposes of any o f e:provisions of the Agreement,
neither the City nor the Redeveloper, as the case may be, nor any,
successor,interest,' considered in breach of, or default
' shall be
in, its obligations with respect to this Agreement in the event of
enforced delay in the performance of such obligations due to unfore-
seeable causes beyond its control and without its fault or negligence,
including,but not 'restricted to, acts !of God, acts of the public
epidemics,
enemy, acts of the other party, fires, floods quarantine
restrictions, 'strikes, 'and usually severe weather or delays of
subcontractors due to such causes; it being the purpose and intent
of this provision that in the event of:the occurrence of any such
enforced delay „ the time or times for performance of the obligations
of the City or of the Redeveloper under this, Agreement;` as the case
may be, shall be extended 'for the period of the enforced delay as
determined by ,the City: ,Provided, That the party seeking the
benefit. of the provisions-67 this Section shall; within ten (10)
days, after the beginning of .any such enforced delay, have first
notified the other party„thereof in writing, and of the cause or
causes thereof, and, requested an extension for the period ofi the
`i
enforced delay. ,
I
SECTION 709. RIGHTS AND REMEDIES CUMULATIVE! The rights and remedies
of; the parties to the Agreement, whether provided by law or by the
Agreement, shall be cumulative, and the exercise by either party of
any one or more of such remedies shall not preclude the exercise by
a'
it, atthe 'same or differenttimes, of any other such remedies for
the same default or breach or of any of'its remedies for any'other
default or breach by the other party. No waiver made by either
such party with respect to the performance,, or manner or time
thereof, or any obligation of the other party or any condition to
its own obligation under the Agreement shall be considered a,waiver
of any rights of the party making the waiver with respect to'th-
of the other art or condition to its own
articular,obli ation, party P 9
obligation beyond those expressly waived in writing and to the
extent thereof, or'a waiver in any respect in regard to any other
rights of the party, making the waiver or any other obligations of
the other party.
s
�?
SECTION 710. PARTY iN POSITION OF SURETY WITH RESPECT TO OBLIGATIONS.
RS
T Re eve opera or itse an successors an ass gns, an for
e
all other persons who are or who shall become, whether by express
or iniplied'.assumption or otherwise, liable upon or subject to any
obligation or burden under the Agreement, hereby waives, to the
fullest extent permitted by law and equity, any and all claims or
defenses otherwise available on the ground of its (or their) being
or having become a person in the position of a surety, whether
real', personal, or otherwise or whether by agreement or operation
of law, including, without limitation on the generality of the
foregoing, any and all claims and defenses based upon extension of
time, indulgence, or modification of terms of contract.
ARTICLE ViII. MISCELLANEOUS
SECTION 801. CONFLICT OF INTERESTS; CITY REPRESENTATIVES NOT INDIVID'
Y 6 o'mem er,'o icia or emp oyee o the ity s a l
ave any personal interest as defined in Chapter 403,1 Code of Iowa
1977, direct or indirect, in the Agreement, nor shall ,any such
member, „offical, or employee participate in any decision' relating
to the Agreement which affects his personal interests or-the
'interestsof any corporation,', partnership, or association in which
he is, directly or indirectly,, interested. No member, official, or
,employee of:the City shall be personally liable to the.Redeveloper,
or any successor in 'interest, in the event of any default or breach
Iby:the City or for any amount which may beconie'due to the Rede-
'
veloper or successor or on any 'obligations under the terms of the
Agreement.
SECTION 802. EQUAL EMPLOYMENT OPPPORTUNITY'. The Redeveloper, for
,.
itself anPits successors an assigns, agrees that during the
iconstruction of the Improvements provided for in the Agreement:
(a) :The Redeveloper will not discriminate against any employee or
6 applicant for employmentbecause_' of race,' color, religion,
sex, disability,; sexual orientation, marital status, or
national origin. The Redeveloper will stake affirmative action
to insure that applicantscare employed, and that employees are
treated during employment, without regard to their race,
color, religion, sex,disability,;sexual orientation, marital
status', sex or national origin. Such action shall include,
a
but not be-limited to, ,the following:, employment, upgrading,
demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of P ay or other forms of compe'n-
sation; and'selection for training, including apprenticeship.
The Redeveloper agrees to post'in conspicuous places, available
to`employees and applicants for, employment, notices to be
provided by the City setting ,forth the provisions of this
nondiscrimination clause.
(b), The Redeveloper will, in all solicitations or advertisements
for employees placed by or on behalf of the Redeveloper,, state
'
that the Redeveloper is an equal opportunity employer.
158
i-19
(c)
The Redevper will send to each labor union or representative
of workers with which the Redeveloper has'a collective bargaining
agreement or other contract or understandinn, a notice, to be
provided, advising the labor union or workers' representative
of the Redeveloper's commitments under Section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and
applicants for employment.
(d)
The Redeveloper will comply with all provisions of Executive
Order 11246 of September 24, 1965, and of the rules, regulations,
and relevant orders of, the Secretary of Labor.
(e)
The Redeveloper will furnish all information and reports
-
required by Executive Order 11246 of September 24, 1965, and
by the rules, regulations, and orders of the Secretary of
Labor or the Secretary of Housing and Urban Development pursuant
thereto, and will permit access to the Redeveloper's books,
records,,and accounts by the City, the Secretary of ;'Labor for
purposes in investigation to ascertain compliance with such
rules, regulations, and orders.
(f)
'In the event of the Redeveloper's noncompliance with the non-
discrimination clauses of this Section, or with any of the
said rules, regulations, or orders, the Agreement may be
canceled'; terminated, or suspended in whole or in part and the
Redeveloper may; be declared ineligible for further Government
contracts or federally assisted construction contracts in
accordance with procedures authorized in Executive Order 11246
of September 24, 1965, and such other sanctions may be imposed
and remedies,,invoked asjpro vided in Executive Order'11246 of
1965 b 'rule, ulation',' or, order of the
Se tember 24, or Y a 9
P
Secretary of labor, or as otherwise provided by law.
(doper
9
The Redeveloper will include the provisions of Paragraphs (a)
through (g) of this Section in ever contract or y P :
order, and will require the inclusion of these provisions in
every, subcontract entered into by any of,its,
contractors ,
Secretary
unless exempted by rules, regulations, or orders
of'the
of Labor issued pursuant to Section 204 of Executive Order
'
11246of. September 24;1965, so that such provisions will be
binding upon each such contractor, subcontractor; or vendor,
The Redevelo er will take such': action
as the case may be. P
Y
with respect to any construction contract, subcontract, or
:purchase order as the City or the Department of Housing and
Urban Development may direct as a means of enforcing such
provisions,, including sanctions for noncompliance: Provided,
involved
however, That in the event the Redeveloper becomes
in, or is threatened with, litigation with a subcontractor or
vendor as a:result of such direction by the City', or the Drpart-
ment of Housing and Urban Development, the Redeveloper may
request the United States to enter into such litigation to
protect the interests of the United States.
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SECTION 803. 'PROVISIONS NOT MERGED WITH DEED. None of the provisions
of the greement are intended Lo or s el'I be merged by reason of
any deed transferring title to the Property from the City to the
Redeveloper or any successor in interest, and any such deed shall
{
not be deemed to affect or impair the provisions and covenants of
the Agreement.
SECTION 804. TITLES OF ARTICLES AND SECTIONS. Any titles of the several
parts, Articles, and Sections of the Agreement areinsertedfor
convenience of reference only and shall be disregarded in construing
,.
or interpreting any of its provisions.
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1-21160
I
Part: III
I
of
'CONTRACT FOR
I
, SALE OF LAND FOR PRIVATE REDEVELOPMENT
,
By and Between
COLLEGE BLOCK PARTNERS
j
and
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I,
The City of Iowa City, Iowa
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ADDITIONAL
TERMS AND CONDITIONS
0
PART III OF CONTRACT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT
SECTION 1001. TERMS AND CONDITIONS ADDED. The parties hereby mutually
acknowledge that the College Block Building, located on the parcel
described in Schedule A of Part 1 of this agreement, is listed on
the National Register of Historic Places and pursuant to such
listing, the following terms and conditions are hereby mutually
agreed to, in addition to the provisions contained in Part I and
Part II: of this agreement.
SECTION 1002. RESTORATION REQUIRED. The structurerknown -as the College
Block Building shallbe restored in a, manner which will `not 'alter
the 'appearance of the north facade as depicted on the cover page of
the REPORT ON'PRESENT',CONDITIONS AND RECOMMENDATIONS FOR THE
RESTORATION AND REMODELING OF THE COLLEGE'BLock BUILDING, dated
January 4,',1974; prepared by William Nowysz and Associates.
SECTION 1003. RESTORATION DEFINED. When used herein, the term "restoration
shall include but not be limited to, 'the reconstruction and repair
of the College Block', Building so as to comply with all applicable
codes and ordinances, the precise restoration of the north facade
as1called'for in Section 1002 hereof, the 'protection and sealing of
the brick and the iron beams with an acceptable sealer and pro-
tective agent when it has been determined that a new building will
not be constructed on the lot to the'east of and immediately adjacent
to the College Block Building within'a year,'from the signing of
this Agreement.
,
SECTION:1004. - APPROVALS REQUIRED. The restoration, repairs, construction
andignage, as provi ed for in this agreement shall be; performed
under the supervision of and with the prior written approval of the
I City of Iowa City in.consultationlwith the State Division of Historic
' Preservation. This includes, but is not limited to, the selection
%of 'materials, i.e., the 'quality and color of paint, and the pro-
cedures used for stripping the brick 'and tin in the restoration and
maintenance of the exterior. No approval shall be.required for
ordinary repairs nor,for interior painting, alterations, repairs or
partitioningnot affecting the structural integrity nor exterior,
a earance of the buildin !exce t as otherwise required by 'Section
PP 9�„ P q
301 ofPart II of this agreement. No approval required shall
unreasonably be withheld.
SECTION 1005. SIGNS CONTROLLED. No signs, billboards or advertisements
shall be displayed or placed upon said building, except a sign
stating ,solely lthe name of College Block Building, the address of
the property and the businesses located therein. Signs, shall be in
keeping ;with the historical and architectural integrity of the
building.
SECTION 1006.' NEW CONSTRUCTION CONTROLLED. Within the grounds no new
construction shall take place except an addition or separate building
to 'the south of: the College Block Building which is compatible with
its present style and which does not exceed the height of the
College Block Building; and such other structures, walkways or
improvements as the purchaser may propose and the City in con-
sultation'with the State Division of Historic Preservation may
approve in writing, which are necessary for preserving and main-
taining the character of the College Block Building.
SECTION 1007. DEMOLITION CONTROLLED. In case of fire, casualty, or
other damage so serious as to render reconstruction impractical,
whether on account of building or zoning laws, or relative cost of
reconstruction, or the amount of the structure remaining, or
otherwise, approval shall not be withheld for replacement by another
building or buildings reasonably compatible with the appearance of
itssurroundings. Written permission for demolition must be obtained
'.
from the Cit of Iowa City in consultation with the State Division
City
of Historic Preservationor its successor and the Department of
Housing and'Urban'Development.
SECTION 1008. COVENANTS: 'BINDING UPON SUCCESSORS IN INTERESTS:' PERIOD OF
DURATION.' It is intended and agreed, and the Deed shall so expressly
provide„that the agreements and covenants provided in this Part
III shall be covenants runningwith the land and.that they shall,
in any event, and without regard to technical classification or
designation,' legal or otherwise, and except only as otherwise
specifically provided in the: Agreement, be binding, to '.the fullest
extent permitted by, law and equity, for the benefit and in favor'
of and enforceable:by, the City, its successors and assigns, any
successor in interest to the Property;, or any part thereof.
Provided, ;that such agreements and covenants, shall be binding.on
t e Re eveloper itself, each successor in interest to the Property,
and every ,part thereof, and -each party'; in possession or occupancy,
respectively,' only for such period as such _successor or party shall
have title to; or an interest in', or possession or occupancy of,
the; Property or part thereof`. The 'covenants `and agreements of,this
Part III shall be binding until October 2, 1994, and shall automatically
extend for five year periods thereafter unless 'changed by the City
”
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Council.
III
,.
�i� I I-A63
ORDINANCE NO. 77-2870
AN ORDINANCE ESTABLISHING A PLANNED
AREA DEVELOPMENT IN IOWA CITY, IOWA.
BE IT ENACTED BY THE CITY COUNCIL
OF IOWA CITY, IOWA.
SECTION I PURPOSE. The Purpose of this Ordinance is to
approve a planned area development in the City of Iowa City,
Iowa, pursuant to Ordinance No. 2446.
SECTION II APPROVAL
Commencing at the center of Section 17, T79N, R6W
of'the '5th PAM thence'S 00-23' 23" W. 1572.84
feet on the east line of the SW, s; of said Section 17
to, the Point of, Beginning; thence N-880 56' 10" W,'
6:88 feet; thence N 420 15 00
62 " W, 60.77 feet;
thence Northwesterly 20.00 feet on a 395.00 foot
radius curve concave southwesterly;, (which chord
bearing is N,430 42' 01"'W and chord distance is
20.00 feet); thence N.110 57' 09" E, 126.60 feet;
thence N 00 18 '50",W, 719.86 feet; thence N'890
25' 50" W. 336.49 feet; thence SAO 11' 47" W,
350.00 feet; thence N 890 25' 50";W, 331.97feet to,
the west line'of the East >, of the SW ;; of said
Section 17; thence S 00 14' 10" W, 1497.74; feet on
the said west line of the East �,of the SW is of said;
Section 17; thence S 880158' 49"',E; 1328.73 feet to:
the East line'of the SW of said Section 17; theneel'
N 00'23'23" E,:949.94 feet on the said East line of.''
the SW k of Section 17 to the Point of Beginning.
Said tract containing 40.20 acres., (east of Mormon
Trek Blvd, and north of City limits)
as requested by Ty'n Cae, Inc.
is hereby approved as planned area development in the City of
Iowa City,' Iowa, to be 'developed as set forth in the plans for
said area filed in the office of the 'City 'Clerk of Iowa City,
Iowa, on the 16th day of November 1977.
SECTION III BUILDING PERMITS This Building Inspector is
hereby,authorized and directed to 'issue all building and'con-
struction permits for said,',area on the basis of conformance with
said; plan.
SECTION IV FILING The City Clerk of Iowa City is hereby
authorized an 'directed to file with the'iOffice of the County
Recorder, Johnsonl,County, Iowa a copy of this Ordinance after
9its'final passage; approval and publication as provided by law.
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RESOLUTION No, 77-445
RESOLUTION APPROVING FINAL PLAT
AND LARGE SCALE RESIDENTIAL DEVELOPMENT
PLATS OF TY'N CAE PARTS 1 & 2
WHEREAS, the owner and proprietor, Ty'n Cae, Inc. has filed
with the:City Clerk the final plats of a large scale residential devel-
opment and subdivision of Ty'n Cae Parts l & 2 located on the following
described ',real :estate in Iowa City, Johnson County, Iowa, to -wit;
Commencing at the 'center of Section 17, T79N, 116h' of the 5th
PM.;''thcnce S 0"'23' 23" h', 1572.84 feet on the east line
of the SW',1/4 of said Section 17 to the Point of Begioning;
thence N.88° 56' 10" IV, 626.88.Cect; thence N'42" 15' 00",11
60.77 feet;'thence Northwesterly 20.00 feet oil 395.00 foot
radius cGrve concave southwesterly, (which chord hearing is
N, 43° 421 01" W and chord distance is 20.00 feet.); thence ,\'
11° 57''0,9" G, 726.60 feet; thence N li° 18' S01t1 1\', 719.86
feet; thence N 890'25':SO''14 335.22 feet; thence ti (1 14'
10 I 350 00'feet;.thcnco V89' SO" I4,`333.00,feet to
�' said ScClion
• East 2 oCLthe,Sh 1/9 of,.
i c of the,
the west 1 n /
17;', thencc,S 0° 14' 10" IV 1497.74 feet oil tile'saidiwest
line of -the P.ast1'/2 of the SIV 1/4 of said Scct'ion 17;
o ;Ist Zinc of the
� 3..8.'73 feet to - he L.. t
thence S 88 58. 4) li, 1
SW;.1/4 of said Section.17; thence N (1"'23' 73" li, 949:94
feet on the said Fast line of. the Slt' 1/4„ of Section 17 to
the Point of Beginning., Said tract containing 40.20 acres.
WHEREAS, said real estate isiownedby the above-named corporation
and the dedication has been made with the free; consent and in accordance
with the desire of the: proprietor.
it
WHEREAS, said plats andlsubdivision are found to conform with
Chapter 409 of the 1977 Code'of Iowa and all other statutory requirements.
WHEREAS, said plats and subdivision were examined by the Planning
and Zoning Commission which recommended that said plat and subdivision
be accepted and approved.::
NOW, THEREFORE, BE IT RESOLVED by the City Council of Iowa', City,
Iowa, that said plats and subdivision located on the above-described
ed and the dedication of
' a rov ,
real estate and',the same are hereby pp
,
the streets and easement as by, law provided 1s hereby accepted.
BE IT FURTHER RESOLVED that the City Clerk of Iowa City, Iowa,; is
hereby!,authorized and directed to, certify a copy'of this Resolution to
the County Recorder of Johnson County, Iowa.
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CIVIC CENTEll1101 WA 52240ION..$I
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IOWA 1933 IOWA52240U
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RESOLUTION N0. 7 `/6—b •
RESOLUTION AUTHORIZING THE SALE OF URBAN RENEWAL PROPERTY
WHEREAS, the City of Iowa City, Iowa, has under date September 2, 1970, entered
into a contract for loan and grant with the United States of America; and,
WHEREAS,, the City of Iowa City, Iowa, has undertaken pursuant to said contract
an Urban RenewalProject known as the City -University' Project I, Project Number
Iowa :R-1`4;' and,
WHEREAS, the City of Iowa City, Iowa, has received an entitlement of funds
pursuant to the (lousing and Community Development Act of 1974; and,
WHEREAS, the City of Iowa.City, Iowa, has pursuant to the provisions of Title 24,
Part 570, Section 570.801(c), of the Code of Federal Regulations, transferred
Community Development Block Grant funds to said Urban Renewal Project, and transferred
control of certain real property acquired in carrying out said Urban Renewal Project
of Iowa Cit from the City Council acting as LPA, by
to the City„Council of the City Y
Resolution Number 767446, dated December 14, 1976, and by,Resolution Number 77-312;:
dated August 9,' 1977; and,
WHEREAS, the City Council of Iowa City, Iowa, caused to be.issued a solicitation
of Offers to Purchase: Land for :Private Redevelopment; and;
WHEREAS, Offers to Purchase Land for Private Redevelopment were received and
opened by the City of Iowa City on September I5,"1977; and,
'1.
WHEREAS, the City Council of the City of Iowa City is now desireous of selling
disposition Parcels 93-1/101-2 to : Pentacrest Garden Apartments 'a pari-nerch;n P
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA; that!
pursuant to the authority granted by, Section 403 of the 1977 Code of Iowa and
Section'570.801(c)'of Part 570, Title 24, Code of Federal Regulations, the Mayor'
and City Clerk are hereby authorized and directed to execute, on behalf of the City
of Iowa City, a contract for Sale of Land for Private Redevelopment by and between
Pentacrest Garden; Apartments,` a partnership
and ;the City of Iowa 'City, Iowa, a copy,of which '.contract is attached hereto and
incorporated herein, such land, to be sold to-Pentacrest'Garden Apartments'
Disposition Parcels 93-1/101_2, as more
particularly described in said contract. Upon execution of the:contract by the
City and Pentacrest Garden Apartments
the City Manager is authorized and directed to prepare a deed for said property and
deliver the deed to Pentacrest Garden Apartments
upon receiptofpayment for said property.
It was moved by and seconded by
that the Resolution as read be adopted and upon roll call there were:
4'7
Part I
of
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
By and Between
Pentacrest Garden Apartments
i
and
i
The City Yof Iowa'Cit. Iowa
i
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■ 49
r
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
AGREEMENT, consisting of this Part 1 and Part II annexed hereto and
made a part hereof (which Part I and Part iI are together hereinafter
called "Agregm�ent"), made on or as of the ? '4_ day of
19 ,7, by and between the City of Iowa
City, Iowa, a public 6oUy—corporate (which, together with any successor
,public body or officer hereafter designated by or pursuant to law, is
hereinafter called the "City"), established pursuant to the statutes of
the State of Iowa pertaining to Municipalities, Cities, Towns, and
particularly, Chapter 403 ofthe Code of Iowa as amended (hereinafter
called"Urban Renewal Act") and having its office at the Civic Center in
the City, of Iowa City, State of :Iowa, and Pentacrest Garden A artments'
a artnershi organized an existing under t e aws of
the State of Iowa hereinafter called "Redeveloper") and
having an 'office for the transaction of business at 414'E. Market Street
I n the City of, 'Iowa City: County of Johnson
and State of IowaWITNESSETH:
WHEREAS, in furtherance of the objectives of'the Urban Renewal Act,
the City has under program clearance and reconstruction'
' undertaken ro ram for the
or rehabilitation of slum and blighted areas:in.the City, and in this
connection is' engaged is carrying out an urban renewal project (herein-
called the "Proj
after called ect ,Project ) in an area J
Areal located in the City; and
WHEREAS, as :of the date of this Agreement there has been prepared
and approved by the City an urban renewal plan for the Project, con-
sisting of ("The Urban Renewal Plan, dated.September 3, 1969, by:Resolu-
tion No. 2157, as amended from time to time 'and as it, may hereafter be'
further amended pursuant to law, and as so constituted, is unless other -
Ti indicated by, the context,:' hereinafter called "Urban Renewal Plan"),
and
WHEREAS, a copy of the Urban Renewal Plan as constituted on the
date of the Agreement has been recorded among the land records for the
place in which the Project Area is situated,; namely, in the ,Office of
,the Johnson County Recorder'. in Book'490 at page 408, and has been ,filed
in the Office of the Clerk of the 'City located'at the Civic Center in
the City;; and
iWHEREAS, in order to enable the City toAchieve the objectives of
the Urban Renewal Plan 'and particularly to make the land in the Project,
'Area available -for redevelopment' by private enterprise for redevelopment
in accordance with the Urban Renewal Plan,"both the Federal Government
and the City have undertaken to; provide and have provided substantial
'tel Grant
dated
'throu n a Contract for Loan and
aid and assistanceCa i
g P
September 2, 1970 , in the',case of, the Federal Government; and
WHEREAS, pursuant to Chapter 403, Code of Iowa as amended, the City
has offered to sell and the Redeveloper is willing to purchase certain
real property located in the Project Area and more particularly described
[m 50
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in Schedule A annexed hereto and made a part hereof (which property as
so described is hereinafter called "Property") and to redevelop the
Property for and in accordance with the uses specified in the Urban
Renewal Plan and in accordance with the Agreement; and
WHEREAS, the City believes that the redevelopment of the Property
pursuant to the Agreement,, and the fulfillment generally of the Agree-
ment, are in the vital and best interests of the City and the health,
safety, morals, and welfare of its residents, and in accord with the
public purposesand provisions of the applicable Federal, State, and
local laws and requirements under which the Project has been undertaken;
and
WHEREAS, the City has acquired title to certain property described
in Schedule "A hereof:
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them does hereby covenant and
agree'',with the other as follows:
SECTION 1. SALE: PURCHASE PRICE
Subject to all the 'terms, covenants,and conditions of the Agree-
ment, the'City will sell the; property described in Schedule A
hereof to the Redeveloper for, and the Redeveloper will purchase
the property from the City and pay therefore, the amounts set forth
in!Schedule'-D hereof, subject'.to the"terms and- conditions of
Section 2 of this Agreement. ;The amounts set forth in Schedule U,
hereinafter called "Purchase,Price,'! are to be paid in cashorby
certified check simultaneously with the delivery of the deeds
conveying the property, to the Redeveloper.
SECTION 2. CONVEYANCE OR PROPERTY
(a); Form of Deed. The City shall convey to the Redeveloper title
to t e,property by Special Warranty Deed '(hereinafter called
" "Deed"). such conveyance and title shall, in`addition `to the
or in Section 704 ` Part II,
'condition subsequentlyrovided f p
hereof, and to all other:conditions, Covenants, and restric-
tions'sett forth or referred to'elsewhere ,.in the Agreement,be
subject to:
(1) Such easements as it shall have been,necessary, pursuant
enewal Plan,;for ,the Cit reserve, for
:to the Urban RY to
itself or for future dedication or grant, for sewers,
drains water and9 as distribution` lines, electric,
a h installations,'ri hts-of-wa and
tele hone' andltele rrights-of-way 'telephone, 9 P
access; or as described or 'referred to in "Schedule A,"
f
descriptionproperty, ofattached hereto and referenced
nced
as a part hereof;
(2) All conditions, covenants and restrictions contained in
aaid Urban Renewal Plan and Part I and 11 of this Contract.
n s�
(b)
Time and Place for Delivery of Deeds. The City shall deliver
the Deed an possession of the property to the Redeveloper
upon payment of the purchase price in full upon such dates as
called for in this Agreement. Conveyance shall be made at the
principal office of the City and the Redeveloper shall accept
such conveyance and pay to the City at such time and place the
purchase price in full for each parcel delivered.
(c)
-Recordation of Deeds.The Redeveloper shall promptly file the
Deeds for recordation among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs (including the cost
of the State documentary stamp tax on the Deeds, for which
stamps in the proper amount shall be affixed to the Deeds by
the Redeveloper); for so recording said, Deed.
(d)
Delivery of the Abstract. The City will furnish to the Rede-
veloper in advance of the closing on each parcel, an abstract
of title showing good marketable title in the City of Iowa
City, Iowa, free and clear of all taxes, assessments or other
encumbrances except as hereinbefore specified. The abstracts
of,title shall be at City expenseandwill be certified by a
qualified abstracting company to the close of business as the
closest', practical' date priory to the date of the deed of con='
veyance'" 'The cost of. an attorne 's'examination of
the 'abstracts for title opinion, and/or the cost ofobtaining'
title insurance, if required, shall be at the expense of the
Redeveloper.
(e)
Deliver of Pro ert . The City will deliver the property
descri a in Sche ule A hereof at the time set forth in Schedule
C hereof. The Redeveloper agrees to pay for and accept title
of suchproperty as called for, in this Agreement ,and agrees to
-
begin development promptly on the property conveyed within the
time called for in this Agreement.' Failure by the Redeveloper
to pay fora nd accept' delivery of the urban renewal land as
called for herein will result in forfeiture'of the deposits
posted with ,the City by the Redeveloper attributable to such
property„ without limiting the City as to other' remedies
against the Redeveloper. In the event the City is unable to
9 P
'
ro Schedule C to the
deliver the property erty es called for i 'n ;
Redeveloper,have the option of rescindin the Redeveloper shall p 9
the development contract only as, to such parcels in default by
d on the City o f the
notice to be serve u
' written note
causing,a w P Y
'
exercise of such option. Upon receipt b the City of this
notice, City shall have sixty (60) days to cure the
,the
default, by tendering, the property covered in the notice to the ;
Redeveloper.`' If the City is unable to cure the default within
the sixty (60) days as, provided herein, the Redeveloper shall,
at'its option, stand relieved of'its obligation to accept the
parcel or parcels involved and the City shall, in such event,
promptly,' refund that portion of the Redeveloper's deposit
attributable to such parcels to the Redeveloper. It is expressly
understood and agreed that the City shall have no other
liability, direct or indirect, to :the Redeveloper on account
of delay,, or inability to deliver land to the Redeveloper as
. 523
called for in this Agreement and the Redeveloper's remedy in
the event of default by the City in delivery of urban renewal
land is hereby specifically limited to rescinding the contract
as to such land as provided in this paragraph.
(f)-0efault
b Redevelo er. In the event the Redeveloper fails to
accept e ivery of and pay for one or more parcels of property,
as called for in this Agreement, the City, may, at its option,
call the entire Agreement, or the Agreement as it applies to
any part of the property, in default, serve a proper notice of
forfeiture upon the Redeveloper and terminate this Agreement
in its entirety except, that forfeiture of this Agreement shall
not relieve the, Redeveloper of the obligations imposed by this
;Agreement as to property already delivered to the Redeveloper.
SECTION 3. GOOD FAITH DEPOSIT
(a)
'Amount. ,The Redeveloper has, prior to or simultaneously with
Cit delivered to the
' t�xecution:of the Agreement b they,
9 Y
City a good faith depositor a 'surety bond in the penal amount
of N/ADollars, (ten
percent O%) of the purchase price , in which the City is the
e' issued b a surety
obligee, ss y N A / Y
company. rregularly engaged!in the issuance, of such:un er
P
" takings and on the list:of surety companies,approved by the ,
United States Treasury at least such amount, or cash,
,for
or a certified check satisfactory to the City in the amount, of
h enty thousand two hundred ($20,200) Dollars, herein-
after', ca led 'Deposit, ',as security for the ,performance of ,the
obligations of the Redeveloper to be performed prior to the
return of the Deposit to the Redeveloper, or its retention by
the City,as liquidated damages „ or -its application on account
of the Purchase Price,'as'the case may be,:in accordance.'with
the Agreement.
The Deposit, if cash or certified check, shall be deposited'in
an account;of the City in a bank or trust'company,selected by
(Iit.
ib)
`Interest: The City shall be under no obligation to pay or
earn interest on the ,Deposit, but if interest is payable
thereon such interest when received by the City shall be
promptly paid to the, Redeveloper.
(c)
by Citi. Upontermination of the Agreement as
!Retention
provided in Sections 703 and 704 of Part'II hereof, the
'Deposit orlthe proceeds of the Deposit, if not theretofore
-Ireturned'to
the Redeveloper pursuant to,Paragraph '(d) of this
!Section,' including all.interest payable to such Deposit or the
'proceeds thereof after such termination, shall be retained by
Ithe City, Agency as provided in Sections 703 and 704 of Part', II
hereof.
t3
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(d) Return to Redeveloper. - Upon termination of the Agreement as
provided in Section 702 of Part II hereof, the Deposit shall
be returned to the Redeveloper by the City as provided in
Section 702 of Part IIhereof.
SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The construction of the Improvements called for in this Agreement
shall be commenced and completed in accordance with Schedule D
hereof(to-be-subm9tted-by-BevelepeK-w#th-his-peepesa]). Provided,
that if a mortgage, securing money loaned to finance the Improve-
ments, or any part thereof, is insured by the Secretary of Housing
and Urban Development, then the aforesaid completion time shall not
;apply, but instead the construction of the Improvements, or any
part thereof, shall be completed within the time specified in the
applicable Building Loan Agreement approved by the Secretary of
Housing and Urban ,Development.
SECTION 5. ,TIME FOR CERTAIN OTHER ACTIONS
(a) Time for Submission of:Prelimina;ry Design Plans. The Rede-
veloper
edeve aper shall submit Preliminary Design Pans as called for.in
- Section 301 ofPart ll' g .
of this Agreement as soon as possible
after the time for conveyance set forth in Schedule C hereof,
and,shall submit such plans in noievent later than'. December 1,_
1977
i
(b) '.Time for Submission of Construction Plans. The Redeveloper
shall submit construction plans as called for in Section 301
>of Par$'II of this Agreement as 'soon as possible after approval
of the Preliminary DesignPlans by the City Council;, and in no
event later than sixty „(60) days prior,to the time for start
of construction called for in Schedule D'hereof.
c)' Time for Submission of.Corrected Plans. In the event that
( Preliminary Design Plans or Construction Plans are rejected by
the'City, as set forth in Section 301 of Part II of this
Agreement, the °Redeveloper shall ',submit corrected plans
within thirty, (30) days' of said rejection'.
(d) If any hardship shall exist in complying with the foregoing',
provisions of this Section, the Redeveloper may petition to
the City,:in writing for'an
extension 'of'time for performance
of any part of this Section, setting ,forth in detail the
reasons for needing such extension.
SECTION 6. PERIOD OF DURATION OF COVENANT ON USE
The covenants pertaining to the use of the Property, set forth in
Paragraph (a), of Section 401 of Part I1 hereof, shall remain in
effect from the.date of the Deed until October 2, 1994, the period
specified or referredto lin the Urban Renewal Plan, and shall
automatically extend for five year periods thereafter, unless
changed by the City Council.
54
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SECTION 7. NOTICES AND DEMANDS.
A'notice, demand, or other communication under the Agreement by
either party to the other shall be sufficiently given or delivered
if it is dispatched by registered or certified mail, postage
prepaid, return receipt requested, or delivered personally, and
(i) in the case of the Redeveloper, is addressed to or delivered
personally to the Redeveloper at
James A. Clark
414 G. Market Street
Iowa City, Iowa 52240
AND
(ii) in the case of the City, is addressed to .or delivered personally
to the:
City Manager,.
Civic Center
410 E. Washington St.,
Iowa City, IA : 52240
or at such other address with respect to either such party as that
may, from time to time, designate in writing and forward to the
other as provided in'this `Section.
SECTION 8. LCOUNTERPARTS
The Agreement is executed in three (3) counterparts, each of which
"
shall constitute one and the same instruments.
IN WITNESS WHEREOF!
the City has caused the Agreement to be duly
d behalf b `its Ma or and its; seal to be hereunto
executed in!its name'any y
duly affixed and attested; by its City Clerk, and the Redeveloper has '
caused the Agreement to,be`duly executed in;its name and behalf by its
artner and -}75 corpDrate'seal'-tD-be-kePeunio duly-a€€iited
and sties y-}tss Seeretawy,`on or as of, the day first: above written.
4.'
CC
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o •
PARTNERSHIP ACKNOWLEDGEMENT
STATE OF Iowa
:ss
COUNTY OF ,Johnson
On this 1 ^day of A.D. , 19 '77 , before me
personally came and appeared James A. Clark to me known and known
to me to be the person who executed the above instrument who being first
duly sworn by me, which for himself deposes and says that he is a, member
of the firm of Pentacrest-Garden Apartments
consisting of himself and Loretta Clark and that
he had authority to sign same, and he did duly acknowledge to, me that he
executed the same as the act and deed of said firm of Pentacrest Garden Apartments
for the uses and purposes mentioned therein.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed my,
Notarial,Seal the day and year last above written.
Notary Public, in ani for
„
County, State of
n,
_ 9
My Commission expires; �7 P ,l_'''1.,3D
Np-�ARIA1- SCAB
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SCIIBDULf: A
LEGAL USCR1PTION
All that certain parcel or parcels of land located in the City of Iowa
City, County; of Johnson, State of Iowa, more particularly described as
follows,- to wit:
Lot 1, 2, 3 and 4 in Block 93, in Iowa City, Johnson County, Iowa, according
to the recorded plat thereof; and all of Lot 5, all of Lot 6, Lot 7 except the
north 50'fee t.of the east '25 feet of said lot, Lot:8 except the east 25 feet
of said lot,, in Block 101, and the Capitol Street right-of-way from the south'
right-of-way line of Burlington Street to the north right-of-way line of Court
Street, Iowa City, 'Johnson County, Iowa, according to the recorded plat
thereof,, subject to an easement over the following described area:
Commencing at the northeast corner of Block 93 of the Original Town of Iowa
City, Iowa; thence easterly along the south right-of-way line extended of
Burlington Street, 15.36 feet to the point of beginning; thence southerly
320.00 feet from said right-of-way line along,a linc.parallol to the cast
"line of Block 93; -thence westerly 3.50 feet along a line parallel to the
north right-of-way line of Court Street; thence southerly 60.00 feet along a
line parallel to the east line 'of Block 93 to the north right-of-way line
extended of CourtStreet;, thence easterly; '68.00 feet along, said right-of-way
line extended; thence northerly 5.00 feetSalong a line `parallel to the cast
line of Block 93; thence westerly 22.00 feet along a line parallel to; the
north right-of-way line of Court Street extended; thence northerly 375.00
feet along a line, parallel to the :cast line of Block 93 to the south right-
of-way, line extended of Burlington': Street;'' thence westerly along the south
right-of-way line of Burlington Street, 42:50 feet to the point of beginning.
A;
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SCHEDULE Q
PRICE OFFERED
PARCEL NO.
PRICE
93-1 and 101-2
$202,000
,i
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Ll
59
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SCHEDULE C'
TIME FOR CONVEYANCE
PARCEL NO.
DATE
r
93-1 and 101-2
November 30, 1977
I'
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I
Part II
of
r
CONTRACT FOR
i,
i
SALE OF LAND FOR PRIVATE REDEVELOPMENT
i
I
By and Between
i
PENTACREST GARDEN APARTMENTS
and '
The City of Iowa City, Iowa
„
III'.
� 62 f
ARTICLE 1. PREPARATION Of PR _ply IOR RLDUL OPMENI
SECTION 10_1. DEMOLITION AND SITE CLLAMIWA'. It i, agreed that the
City shall convey and the red<.velnl a ,hall ' Pt the property set
forth in Schedule A of this agreenent AS 1`, ind it, is expressely
agreed that the City makes no warranty, er:pre';' or implied, regarding
subsurface conditions and that the City shall have no liability for
any damages arising from subsurface conditions. It is further
agreed that any contracts or Spec
rficatinns fcr
site demolition and
clearancewhich may have been examined by the redeveloper were
examined for information purposes only, and that the City shall
assume no.liability for any defects or variance from the specifications
for work previously completed.
SECTION 102. EXPENSES, iNC0ME, AND SALVAIA All expenses, including
current taxes', if any, re atm a to buildings or other structures
demolished or to be demolished in accordance with Section 101
hereof shall be borne by, and all income or salvage received as a
result of the'demolitioii of such buildings or structures shall
belong to the'. City.
SECTION 103. CITY'S RESPONSIBILITIES
ICP LC2TGI11 OTHER ACTIONS. The
City; witho .xpense to the Redeveloper"or asse<isment or.claim
against the property,'shall cause the restriction of traffic and
construction'
of public 'improvements on existing street rights -of,
way andthe construction of parking structures as specifically set
forth in the Urban Renewal Plan, Provided, the City reserves the
right, to make, future modifications to'the traffic circulation
system and to the public improvements when such changes, are deemed
necessary andein the public interest, and further Provided in the
' event that the City, after a good faith ;attempt to do so, unable
i' '• to 'construct the parking structures due to an inability to issue
revenue bonds, the city shall .be without liability to the developer
'
or the developer's assigns.
(a) ,Installation of Public Utilities The installation or re-
location by the City or puhli uti?,ity company of such sewers,
drains water and gas disiribution,,lines, electric, telephone,
and telegraph lines and all other public utility lines,
installations, and facilities as are necessary to be installed
relocated on or in connection with the Property by reason
or i
' of the redevelopment contemplated by the Urban Renewal Plan,
.: and. the development of the Property;: Provided,; that the City
shall not be, responsible for, nor near any portion of the cost
of, installing the necessary utility connections within the.
boundaries of the Property between the Improvements to be
constructed on the Property by the Redeveloper and the water,
sanitary `Isewer, 'and storm drain mains or other public utility
lineslowned by the City', or by any,p;dilic utility company
r
within or without such boundaries,' or electric; gas, telephone,
i or other' public''utility lines owned by any public utility
company within or without such boundaries, and the Redeveloper
shall secure any permits reguired for any such installation
i. without'.cost or',expense to the City.
y, .
• o
SECTION 104. WAIVER OF CLAIMS AND JOINING, iN IV (TIONS BY REDEVELOPER.
The Redeveloper hereby Waives (-is the pui c lase of tile Property
under the Agreement and as the owner- after Lhe cunveydnce of the
Property provided for in the Agreement) any and all claims Lo
awards of damages, if any, to compensate for the closing, vacation,
restriction, change of restriction or change of grade of any
street, alley, or other public right-of-way within or fronting or
abutting on, or adjacent to, the Property which, pursuant to
Section 103 hereof, is to be closed or vacated, or the grade of
which is to be changed, and shall upon the request of the City
subscribe to, and join with, the City in any petition or proceeding
required for such vacation, dedication, change of grade, and,: to
the extent necessary, rezoning, and, execute any waiver or other
document in respect thereof.,'
ARTICLE 11. RIGHTS OF ACCESS TO PROPERTY
SECTION 201. RIGHT OF ENTRY FOR UTILITY SERVICE. The City reserves for
itself,,the City, and any publ a utility company, as may be appro-
t elun ualified right to enter upon ',the Property at all
priate, h q 9
reasonable times for the purpose of reconstructing, maintaining, `
repairing, or servicing the public utilities located within the
Property boundary lines and provided foi' in the easements described
or referred to in Paragraph (a); Section 2 of Part I hereof.
SECTION 202. REDEVELOPER NOT TO CONSTRUCT OVER UTILITY EASEMENTS. The
Redeye oper shall not, constructany building or. other structure or
improvement on, over, or within the boundary lines of any easement
for public utilitiesldescribed or referred to in;'Paragraph (a),
Section 2 of Part i hereof, unless such construction is provided
for in such easement or has been, approved in writing by the City
Engineer, or the authorized representative of an affected public
utility.
h
SECTION 203. ACCESS TO PROPERTY. Prior to the conveyance of the
Property by;t e City to the Redeveloper, the City shall permit
representatives of the Redeveloper to have access to any Property,
to 'which the'City holds title, at all reasonable times for the
purpose of obtaining data and making various:tests concerning the
ar to: carr but the Agreement. After',the con -
Pro
Property necessary y 9 I
veyanceyof the Property by the City to the Redeveloper, the Re -,-
developer shall permit employees, agents or, representatives of the
City ,'access to the Property at all reasonable times for the pur-
but not limited to, inspection
poses of, the Agreement, includin g,
of'all ,work being, performed in connection with the construction of
the Improvements. No compensation shall be payable icor shall any
charge be made in any:form by any party for the access provided for
in this Section.
EM 64
11-2
ARTICLEAll . CONSTRUCTION PLANS; CONSTRUCTION OF
IMPROVEMENTS; CERTIFICATE OF COMPLETION
SECTION 301. PLANS FOR CONSTRUCTION 01 IMPRIIVIMI:NT;. -Whenever used in
tt s Agreenicnt;the teriii'rprcliniimry design Mans" shall include a
site plan and preliminary plans for Improvements which clearly show
the size, location, and external appearance of any structures,
along with such other information as is necessary to fully deter-
mine the intention's of the redeveloper. The term "construction
plans" shall' mean all plans, specii"ications, drawings, or other
information required to be submitted ror issuance of any permit
" called for by applicable codes and ordinance. The term "Improve-
ments", as used in this Agreement, shall be deemed to make reference
to, any buildings, structures, renovations, or other improvements,
as provided 'for and specified in this Agreement, preliminary design
plan's, and construction plans:
The Redeveloper shall, prior to the construction of the Improve-
ments'called,for_in this Agreement, submit for approval by the City
Council preliminary design plans, and 'such 'other information as is
necessary for the City Council to fully determine the intentions of
the redeveloper. Such plans shall beisuhmittedlno later than the
timespecified therefor in Para raph (a), Section 5, of Part I
hereof. It"is expressly understood that the preliminary design
plans shall tie submitted to review by;the City's Design Review
Committee. ,Approval of such preliminary design plans by the City.
Council shall in no way relieve the redeveloper of the respon-
sibility for obtaining all required permits and otherwisefully
complying with all applicable state and local codes and ordinances.
-
Following approval of preliminary design plans by the City Council
the redeveloper shall:submit construction plans and other informa'-
tion necessary to obtain al)Ipermits required by applicable codes'
and' ordinances.
The preliminary design plans, as defined herein, shall in any
event, be ;deemed approved by the CityCouncil unless rejection
thereof in writing shall be set forth 'by the City within forty (40)
days after the date of their receipt by the City Clerk. if the
City so rejects such preliminary design plans in whole or in part;
the Redeveloper, shall 'submit new or corrected preliminary design
plans which ,correct the defect set forth in the rejection, within
the time specified therefor in Paragraph C, Section 5, of Part 1
hereof. The, provisions of this section relating to approval,
'rejection, and resubmission of corrected preliminary"design plans
herein above with respect to the original ,plans shall
a been
continue to apply until the preliminary design plans have
approved by the City Council.
All work with respect to the Improvements to be constructed or
provided by the redeveloper on the property shall be in conformity
with the preliminary' design plans as approved by the City Council.
Construction plans called for herein shall be consistent with and
logical extensions of the preliminary design plans approved by the
Ci tyi' Council:
II 3
LI® 6'5
SECTION 302. CHANGES IN CONSTRUCTION PLANS. If to Redeveloper
estres to ma a any ctanges in t1 e preliminary design plans after
their',approval by the City Counci 1, the Redeveloper shall submit
the proposed change to the City Council foi• its IPPrOval. Changes
in construction plans as defined herein, may be approved by the
Department of (lousing and inspection Services, provided that such
changes will not cause the Improvement to be constructed in a
manner not consistent with the preliminary design plans as approved
by Council.
SECTION 303. COMMENCEMENT AND COMPLETION of CONSTRUCTION OF IMPROVEMENTS.
Me -Redeveloper agreesfor a tse� f,'ias successors an assigns, an
ra n part thereof,
every successor in interest to the Property, o y I ,
and the,Deed shall contain covenants on the part of the Redeveloper
for its an& such successors and :assigns, that the Redeveloper,
and such successors and assigns, shall promptly begin and diligently
pursue,to'completion the redevelopment of the Property through the
construction of the improvements thereon, and that such construction
shall in,any event be begun within the period ,specified in Section
4'of'Part.1 hereofandbe completed within the period specified in
such Section 4. It is intended and agreed, and the Deed shall so
expressly provide, that such agreements and covenants shall be
covenantsrunning with the land and that they shall,in any event,
and without regard to :technical classification or designation,
legal or otherwise, and except only as otherwise specifically
provided in the Agreement itself, be,,to the fullest extent permitted
by law and,, equity, binding for the benefit of the community and the
edevelb er and its
n enforceable b the Cit against he R p
City and Y, y 9
successors and assigns'to or of the Property or any part thereof or
any interest therein.''
SECTION 304. PROGRESS REPORTS. Subsequent to conveyance of the Property,
orany ,part thereof, to the Redeveloper, and until construction of
Y
the. Improvements hasbeen completed, as set forth in Section 305:
hereof; the Redeveloper shall make reports, set, forth the status of
'Improvements, construction schedule, and such other information as
may reasonably be re uested,by the City, as to the actual progress
Y Y 9
of the Redeveloper with respect to such construction.
V
SECTION 305. CERTIFICATE OF COMPLETION.
,.•
(a) ,Within thirty (30) days after completion of the, Improvements
ini'accordance with those provisions
of the Agreement relating
solely to the"obligations of
the Redeveloper to construct the
Improvements ,(including the dates for beginning and completion
thereof), the City; will furnish the Redeveloper with an appro-
;priate,instrument so certifying. Such certificationby the
City shall be '(and it shall be so provided in the Deed and in
the certification itself) a conclusive determination of satis-
faction and termination of the agreements and covenants in the
dates for the beginning and completion thereof: Provided,
i
�® s� 11-4
r a mortgage insured or held
he Property r>ert,
ere. is upon t 4 Y
that if there p
or owned, by the Federal Housing Administration and the Federal
Housing Administration shall have determined that all buildings
constituting a part of the Improvements and covered by such
mortgage are, in fact, substantiallycompleted in accordance
with the plans and are ready for'occupanry, then, in such
event, the City and the Redeveloper shall accept the deter -
urination of the Federal Housing Administration as to such
completion of the construction of the Improvements in accor-
dance with the plans, and, if the other agreements and covenants
in the Agreement obligating the Redeveloper in respect of the
construction and completion of the Improvements have been
fully satisfied, the City shall forthwith issue its,certifi-
cation provided for in this Section. Such certification and
such determination shall not constitute evidence of compliance
with or satisfaction of any obligation of the Redeveloper to
any holder of a mortgage, or any insurer of a mortgage, securing
money loaned to finance the Improvements, or any part thereof.
(b), With respect to such individual parts or parcels of the Property
which,',if so provided in Part Thereof, the Redeveloper may
convey or lease as the Improvements to be constructed thereon
are completed, the Cify,wilI also, upon proper completion of
the improvements relating, to any such part or parcel, furnish
the Redeveloper with an appropriate instruinent, certifying
that such Lnprovements relating to any such part or parcel
made ''in'accordance,with the provisionsof the,A 9ree7
have been '
ment. certification shall :mean and provide (i') that any
,Such
party purchasing or leasing such individual part or parcel
pursuant to the authorization herein contained shall not
(because of such purchase or lease) incur any obligation with
respect!'to the, construction of the Improvements relating to
such part or parcel or to any other partorparcel of the
Property; and (P) that neither the City nor any, other party
shall thereafter have or be entitled to exercise with respect
to any,such individual part or parcel so sold (or, in the case
of lease, with respect to the leasehold interest) any rights
or remedies or controls: :that it may otherwise have or be
_entitled to exercise with respect to the construction of
Improvements as called for herein:
c)' Each certification provided for in this Section shall be in
such form as will enable it to be recorded in the proper
;nstruments
' or the' recor ion of deeds and otheri
fief dat'
of c
pertaining to the Property, including the Deed. If the City
shall refuse or fail' to'provide 'any certification in accor-
dance with the provisions of thisSection the City shall,
within thirty (30) days after written request by the Rede-
veloper, provide the Redeveloper with a written statement,
indicating in adequate detail in what respects the Redeveloper
has failed to complete the Improvements in accordance with the
provisions of the Agreement, or is otherwise in default, and
f`
what measures or acts it will be necessary, in the opinion of
the City, for the Redeveloper to take or perform in order to
-
obtain such certification.
® 6'7
11-5
(,
ILA
ARTICLE
RESTRICTIONS UPON USE OF PIORTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
and its successors and assigns, and every successor in interest to
thereof, and the Deed shall contain
the Property, or any part
covenants on the part of the Redeveloper for itself, and such
successors and assigns, that the Redeveloper, and such successors
and assigns, shall:
(a) Devote the Property to, and only to and in accordance with,
the uses specified in the Urban Renewal Plan; and
(b) Not discriminate upon the basis of race, color, creed, religion,
age, disability,' sex or national origin in the sale, lease, or
ren in the use or occupancy of the Property or any
any
be erected thereon, or, part
improvements erected or to be
thereof.'
(c) All advertising (including signs) for sale and/or rental of
the Property shall; include the legend,
the ,whole or any part of
"An Open Occupancy Building" in type or lettering of easily-
leqible size and design. The Word "Project" or "Development"
may be substituted for the word "Building" where circumstances
require such substitutions
(d) 'Comply with the regulations issued by the Secretary, of Housing
and Urban Development set forth in 37 E.R.,22732-3 and all
appYicebTe rules land orders issued thereunder which prohibit
the use of lead-based paint in residential structures under-'
going federally -assisted construction or rehabilitation and
require the elimination of lead-based paint hazards:
SECTION 402. COVENANTS BINDING UPON SUCCESSORS IN iNTERESTSi PERIOD OF
so expressly
DURATION. It is tnten a an agreed, an Cie Dee s a
provide, that the agreements and covenants provided in Section 401
hereof shall'be covenants running with the land and that they
to technical classification
shall, in any,. event, and without regard
or designation, legator otherwise, and except only as otherwise "
be bindn to the fullest
s ecifically provided; in the Agreement, g,
P
extent permitted by law and equity, for the benefit and in favor I
it 1
of, and enforceable by, the City, its successors and assigns, any
thereof, and the
successor in interest.to the Property, or any part
States (in,the'case of the covenant provided in subdivision
United
(b),of Section 401 hereof), -against the Redeveloper „its successors
and assigns and every successor in 'interest to the Property, or any
P art'. thereof oranyinter est therein, and any party in possession
is further
thereof. it
o ert or any art ther
the Y P
or,occu occupancy of p Y
P Y ant provided ded to
e a ree merit and coven p
'ntended and a reed that the 9
t emain in effect
a of Section '401 here of shall r
ion g
s ubdivts )
d or referred to in
the period of time, or until the date, specified
Section 6 of Part I hereof (at which time such agreement and covenant
covenants provided in
to end that the agreements and cove p
1 shall terminate)
,I �8 11-6
subdivision (b* Section 401 hereof shall reniloin effect
without limitation as to time: Provided, that such agreements and
covenants shall be binding on the Redeveloper itself, each successor
in interest to the Property, and every hart thereof, and each party'
in possession or occupancy, respectively, only for such period as
such', successor or party shall have title to, or an interest in, or
possession or occupancy of, the Property or part thereof. The
terms "uses specified in the Urban Renewal Plan" and "land use"
referring to provisions of the Urban Renewal Plan, or similar
language, in the Agreement shall include the land and all building,
Housing, and other requirements or restrictions of the Urban
Renewal Plan pertaining to such land.
SECTION 403. CITYAND UNITED STATES RIGHTS TO ENFORCE. in amplifica-
tion, -and not in restriction of, the provision of the preceding
Section, it is intended and 'agreed that the City and its successors
and assigns 'shall be deemed beneficiaries of the agreements and
covenants provided in Section 401 hereof, and the United States
shall be deemed a beneficiary of the covenant provided in sub
division (b)`of Section 401 hereof, both for and in their or its
own right and also for the purposes of protecting the interests of
the community and other parties, public or private, in whose favor
or for whose favor or for whose benefit such agreements and covenants
have been provided. Such agreement and covenants' shall (and the
Deed shall so state) run in favor of the City and the United
States, for the entire period', during which such agreements and
covenants shall be in force and effect,'; without regard to whether
the City or the United States has at any time been, remains, or in
an owner of any land or interest therein to or in favor of which
such agreements and covenantsrelate. The City shall have the
right; in the event of any breach of any such agreement or covenant,
and the United ,States shall have the right in the event of any
breach of the covenant provided in subdivision (V) of ,Section 401.
hereof, to exercise all the rights and remedies, and to maintain
any actions or -suits at law or in equity or other',proper proceedings
o
agreement ' or covenant, to
to enforce the''curing;of such breach f g
f s re
' or covenant
• -
which it or any other, beneficiaries ouch agreement
may be entitled.
ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS TO REDEVELOPMENT. The Redeveloper
represents an ;agrees that its 7urchase of the Property, and its
other undertakings pursuant to the Agreement, are, and will be
used,lfor the hurpose',of the redevelopment of the Property and not
i' for speculation in land holding, The Redeveloper further recognises
that, in view of
(a) the importance of the redevelopment of the Property to the
general welfare of the community;
(b) the substantial financing and other public aids that have been
made available by law and by the Federal and local Governments
r,
for the purpose of making such redevelopment possible; and
()
c 'the fact that aItransfer of the stock in the Redeveloper or
of
.r
,.., a substantial:part thereof, or any other act or transaction
involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect to the
identity of the parties in control of the Redeveloper or the
degree thereof', is for practical purposes a transfer or
disposition of the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper, and its stock-
holders, are of particular concern to the community and the City.
The Redeveloper further recognizes that it is because of the recog-
nitionfof such qualifications and identity that the City is entering
into the Agreement with the Redeveloper, and, in so doing, the City
is further willing to accept and rely on the obligations of the
Redeveloper for the faithful performance of all undertakings and
covenants in the Agreement:
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWNERSHIP OR CONTROL OF
For t e foregoing reasons; tie Re eve oyer agrees
ri—te fand all persons holding an 'interest therein,', their
�EDEVELOPER.
irs, successors and assigns that there shall be no change or
transfer of ownership or control by any person or combination of
persons owning or controlling ten (10) percent or more interest in
the Redeveloper,: through sale,'' assignment, merger, increased,
capitalization or by any other means, 'without 'the express written
approval iof,the City. With respecttothis provision, the Rede-
veloper and the parties signing the Agreement on behalf of the
Redeveloper represent that they. have the authority of all persons'
holding interest therein to agree to this provision;on their behalf
and to bind them with respect thereto.
SECTION 503. PROHIBITION'AGAINST TRANSFER OF PROPERTY AND ASSIGNMENT OF
AGREEMENT. Also, for the foregoing reasons the Redeveloper represents
i'anaagrees for itself, and its successors and assigns, that:
(a) Except only
(1 )i by way of security for, and only for, (i) the purpose of
obtaining financing' necessary to enable the Redeveloper.
or any successor in interest to the, Property, or any part
thereof, to perform its obligations with respect to
making the, Improvements under the Agreement, and (ii) aoy
i
other purpose authorized by the Agreement, and:
(2) as to any individual parts or parcels of the Property on
which the Improvements' to be constructed thereon have -
.,i
been completed, and which, by the terms of the Agreement,
the Redeveloper, is authorized to convey or:lease as such
Improvements are completed,
the Redeveloper (except as so authorized) has not made or created,
and that it will not, prior,, to the proper completion of the improve-
ments as certified by the City, make or create, or suffer to be
J.
70T_8
i Is
0
involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect to the
identity of the parties in control of the Redeveloper or the
degree thereof, is for practical purposes a transfer or
disposition of the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper, and its stock-
holders, are of particular concern to the conununity,and the City.
The Redeveloper further recognizes that it is because of the recog-
nition of such qualifications and identity that the City is entering
into', the Agreement with the Redeveloper, and, in so doing, the City
is further willing to accept and rely on the obligations of the
Redeveloper', for the faithful performance of all undertakings and
covenants in the Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWNERSHIP OR CONTROL OF
REDEVELOPER. For t e foregoing reasons, t e Re eve oper agrees
for itself, and all'persons.holding an interest therein, their
heirs, successors and assigns that:there,shall be no change or
transfer of ownership or control by any person or combination of
persons owning:or controlling, ten (10) percent or more interest in
the Redeveloper through sale, assignment, merger,increased,
capitalization or by,,any other means, without the express written
approval of ,the City. ,With respect to this provision,, the Rede-
veloper and the parties signing the Agreement on behalf of the
Redeveloper, representthat they have the authority of all persons
holding interest therein to agree to this provision on their behalf
and to bind them with respect thereto..
SECTION 503. PROHIBITION AGAINST TRANSFER OF;PROPERTY'AND ASSIGNMENT OF
AGREEMENT. Also, for the foregoing reasons the Redeveloper represents
an agrees for itsel,f,;and its successors and assigns, that:
(a) Except only.
(1) by way of security for, and only for, (i) the purpose of
obtaining ifinancing necessary to enable the Redeveloper
or any successor in interest to the Property, or any part
thereof, to, perform its obligations with respect to
making the ''Improvements under 'the Agreement, ent and (ii) any
other purpose authorized by the Agreement, and
(2) as to any individual parts or 'parcels of the Property, on
which the"Improvements to be constructed thereon have;.
been completed, and which, by the terms of the Agreement,
or lease as such
the Redeveloper is authorized to convey
Improvements are completed,,
the Redeveloper (except as so authorized) has not made or created,
andlthat it' :will not, prior to the proper completion of the Improve-
ments'as certified by the City, make or create, or suffer to be
" 11-8
1 '
• 0
made or created, any total or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer in any other mode or
form of or with respect to the Agreement or the Property, or any
part thereof or any interest therein, or any contract or agreement
to do any of the same, without the prior written approval of the
City: Provided, that prior to the issuance by the City of the
certificate provided by in Section 306 hereof as to completion of
construction, of the Improvements, the Redeveloper may enter into
any agreement to sell, lease, or otherwise transfer, after the
issuance of such certificate,' the Property or any part thereof or
interest therein, which agreement shall not provide for payment of
or on account of the purchase price or rent for the Property, or
the part thereof or the interest therein to be so transferred,
prior to the issuance of such certificate.
(b) The City shall be entitled to require, except as otherwise
provided in the Agreement, as conditions to any such approval
that:
(l) Any proposed' transferee shall have the qualifications and
financial responsibility, as determined by the City,
necessary and adequate to fulfill the obligations under-
taken in the Agreement by the Redeveloper (or, in the
event the transfer' is of or relates to part of, the,
Property, such obligations, to. the extent that they relate
to such part)`.
(2) Any proposed transferee, by instrument, in writing satis-
factory to the City and in form recordable among the land
records,' shall, for itself and its successors and assigns,
and'expressly`for the 'jbenefit `of the 'City, have expressly
assumed all of the obligations of the Redeveloper under'
? r the Agreement and agreed to be 'subject to all the condi-
tions and restrictions to which the Redeveloper is sub-
ject"(or; in the event the transfer is of or relates to
part of the Property, such obligations, conditions, and
restrictions to the extent that they relate to''such
part): Provided, that any instrument or agreement which
purports to:transfer any interest whatsoever caused by
this 'agreement without the express written approval of
the City;, is null' and void.
(3) There shall be submitted to the City for review all
instruments and other legal' documents involved in effecting
transfer; and if approved by the City, its approval shall
be indicated to the Redeveloper in writing.
(4) The consideration payable for the transfer by the trans-
feree or on its behalf shall not exceed an amount repro -
senting the actual cost (including carrying charges) to
the Redeveloper, of the Property (or allocable to the part
4 thereof or'interest therein transferred) and the Improve-
ments, if ,any, theretofore made thereon by it; it being
the intent of this provision to preclude assignment of
the Agreement or transfer of the Property for profit
i
72"
11 -9 i
price the issuance of the certific*f completion as
set forth in Section 306 of this Agreement. The City
shall be entitled to increase the Purchase Price to the
Redeveloper by the amount that the consideration payable
for the assignments or transfer is in excess of the
amount that may be authorized pursuant to this sub-
division (4), and such consideration shall, to the extent
it is in excess of the amount so authorized, belong to
and forthwith be paid to the City.
(5) The Redeveloper and its transferee shall comply with such
other conditions as the City may find desirable in order
to achieve and safeguard the purposes of the Urban
Renewal Act and the Urban Renewal Plan.
Provided, that in the absence of specific written agreement by, the
Cit to the .contrary, no such transfer or approval by the City
Y other
er, or an e
thereof shall be deemed to relieve the Redevelop Y
party bound in any way by the Agreement or otherwise with respect
to the construction of the improvements, from any of its obli-
gations with respect thereto.
CTION,504. INFORMATION AS TO HOLDERS OF INTEREST IN REDEVELOPER. In.
SE t e, ur oses of t is Article
order to assist in the effectuation of p p
V and; the statutory objectives generally, the Redeveloper agrees
that during the period between execution of the Agreement and
completion of the Improvements as certified by the City,
(a) the Redeveloper will promptly notify the City of any and all
changes whatsoever in the ownership or control of ,interest,
legal or beneficial, or of"any other act or transaction
ny 'change in the ownership of such
involving or resulting in a
interest or in: the relative distribution thereof, ,or with
respect to the 'identity of',the parties in control of the
Redeveloper or the degree thereof, of which it or any of its
officers have been notified or otherwise have knowledge or
information; and
- (b) the Redeveloper shall at such time or times as the ,City may
request, furnish the City .with a complete, statement', sub-
scribed and sworn to by the President or other executive
officer of the Redeveloper; setting forth all of the holders
of interest in the Redeveloper and the extent of their re-
spective holdings, and in the event any 'other partieshavea
their names and
beneficial interest �n such holdingstd or indicated by the
extent of such interest,
all as determine
records of the Redeveloper, any specific inquiry made by any
such officer, of all parties who on the basis, of all such
records own ten (10) percent or more of the interest in the
Redeveloper, ,and by such other knowledge or information as
such officer shall have. Such lists, data, and information'
shall in; any ,event be furnished the City immediately prior to
of the Deed to the Redeveloper and as a condition
the deliverY
`
precedent thereto, and annually thereafter on,a certfiaanniversary
of the date of',the lDeed until the is
of,a certificate of
completion of all the Property.
11-10
• e
ARTICLE VI: MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
SECTION 601. LIMITATION UPON ENCUMBRANCE OF PROPERTY_. Prior to the
completion of tie Improvements, as certifi& Tby the City, neither
the Redeveloper nor any successor in interest to the Property or
any part thereof shall engage in any financing or any other trans-
action creating any mortgage or 'other encumbrance or lien upon the
Property, whether by express agreement or operation of law, or
suffer any encumbrance or lien to be made on or attach to, the
;Property, except for the purposes of obtaining
(a) _funds only to the extent necessary for making the improvements',
and
(b) such additional funds, if any, in an amount not to exceed the
Purchase Price paid by the Redeveloper to the City.
The Redeveloper (or successor in interest) shall notify the City in
advance of any financing, secured by mortgage;,or other similar lien
instrument, it proposes to enter into with respect to the Property,
or any part thereof, and in any event it shall promptly notify the
,Cit Y of any encumbrance or lien that has been created on or attached
'whether b voluntary act of the Redeveloper or
,I
to the Property, Y Y
otherwise' For the 'purposes '.of such mortgage`, financing as may be
made pursuant to the Agreement, the Property may, at the option of
in interest
bedividedinto several
`orisuccessor ),
the Redeveloper (
parts or parcels, provided that such subdivision, in,the opinion of
' the City, is not inconsistent with the purposes of the Urban Renewal
< plan and the 'Agreement and is',approved`in writing by the City.
SECTION 602. MORTGAGEE NOT OBLIGATED TO CONSTRUCT. Notwithstanding any
' o the provisions of the Agreement, inc u ing but not limited to
those which are or are intended to be covenantsrunning with the
P land, the holder of any mortgage authorized by the Agreement (includ-
ing any such holder who obtains title to the: Property, or any part
thereof as a`result of foreclosure proceedings, or action in lieu
,.1. thereof, but not including'(a) any other party, who thereafter
obtains title to the Property or such part from or through such
`i holder, or (b) any other purchaser at foreclosure sale other than
the.holder of the mortgage_ itself) shall in nowise be obligated by
the provisions of the Agreement to construct or complete the Improve
ments or to guarantee such construction or completion; nor shall'
any covenant or any other, provision in the Deed be 'construed to so
obligate such holder: Provided, that nothing in, this Section or
any other Section or provison of the Agreement shall be deemed or
construed' to; permit or authorize any such holder to devote the
Property or any part thereof to any uses,, or to
construct any
;improvements thereon,, other than those uses or improvements prrvided
or permitted in the Urban Renewal Plan and in the Agreement.
FI
11711
` >
r
•NOTICE
SECTION 603_. COPY Of__ DEI.'AULT TO MOR1GAGH014henever the City
._ _ _ _._ to _
sTall delirver any notice or d,..emm�d Llie Redeveloper with respect
to any breach or default by the Redeveloper in its obligations or
covenants, under the Agreement, the City shall at the same time
forward a', copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the last address of such
holder shown in the records of the City.
SECTION 604. MORTGAGEE'S OPTION TO CURE DEFAULTS. After any breach or
default re erre to in ection iereol, each such holder shall
(insofar as the rights of the City are concerned) have the right,
at its option, to cure or remedy such breach or default (or such
breach or default to the extent that it relates to the part of the
Property covered by its mortgage) and to add the cost thereof to
the mortgage debt and the lien of its mortgage: Provided, that if
the breach or default is with respect to construction of the
Improvements, nothing contained in this Section or any other
Section of the Agreement shall be deemed to permit or authorize
such holder, either before or after foreclosure or action in lieu
thereof, to undertake or 'continue the construction or completion of
the Improvements (beyond.the extent necessary to conserve or protect
Improvements or construction already made) without first having
expressly assumed the obligation to the City, by written agreement
satisfactory'to the City, to complete, in the manner provided in
the Agreement, the Improvements on the Property or the part thereof
to which the lien or'title ,of such holder relates. Any; such holder
who 'shall properly complete'the Improvements relating to the
Property or applicable part thereof shall be entitled, upon written
request made to the City, to a', certification or certifications' by
the City to such effect in the manner' provided in Section 305 of
the Agreement, and any ssuch certification shall, if so requested by
such holder mean and,provide that any remedies or rights with -
respect to recapture of or reversion or revesting of title to the
Property that the City; shall have or be; entitled to because of
failure of the Redeveloper or any successor in interest to the
Property, or any part thereof, to cure or remedy any, default with
respect to the construction of-'the Improvements on other
es
parcels of the Property, or became of any other default in or
breach of the Agreement by the Redeveloper or such successor, shall
not apply to !the part or parcel of the Property to which such
certification relates.
SECTION 605. CITY'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE_PROPERTY.
n any case, w ere, su sequent to a au t or reach y the He e-
veloper (or successor in interest) under the'Agreement, -the holder
of any mortgage a9 e on the'Property or part thereof
(a) has, but does not exercise, the option to construct or complete
1
the Improvements relating,the Property or part thereof
P
covered by its mortgage or to which it has obtained title, and
such failure continues for a period of sixty (60) days after
the holder has'been'noEified or informed of the default or
breach; or
LIM
%5 Ii-12
(b) undertakesconstruction or completion of th*elmprovements but
does not complete such construction within the period as
agreed upon by the City and such holder (which period shall in
any event be least as long as the period prescribed for
such construction or completion in the Aqreement), and such
default shall not have been 'cured within sixty (60) days after
written demand,by the City so to do,
the City shall (and every mortgage instrument made prior to comple-
tion of the Improvements with respect to the Property by the Re-
developer or successor in interest shall so provide) have the
option of paying to the holder the amount of the mortgage debt and
securing, an assignment of the mortgage and the debt secured thereby,
or, in the event ownership of the Property (or part thereof) has
vested in such holder by way of foreclosure or action in lieu
thereof; the City shall be entitled, at its option, to a'conveyance
to it of the Property or part thereof (as the case may be) upon
`nt equal al" to the sum of: i the
to'such,holder of an;amou q ( )
payment
mortgage debt at the time of foreclosure or'action -in lieu thereof
(less all appropriate credits, including those resulting from
collection 'and application of rentals and other income received
during foreclosure; proceedings); 00 all expenses with respect to
the foreclosure; '(iii) the net expense, if any .(exclusive of general
overhead),,incurred'by such holder inland as a'direct result of the i
subsequent management,of the Property; ;'(iv) -the costs of any Improve-
°ments made by, such holder; and (v) an amount equivalent to the
interest that would have accrued on the aggregate of such amounts
had all such amounts 'become part of the mortgage debt and such debt
had continued in existence.
SECTION 606. CITY'S OPTION TO CURE MORTGAGE DEFAULT. In the event of'a
P P
default or com
breach prior to the etion of the Improvements by `
'
the Redeveloper, or, any successor in interest, in or of any of its
obligationslunder, and to ,the holder of, any mortgage or other
instrument creating, an encumbrance or lien upon the.Property or,
f ult or
art thereof 'the Cit may
- a
p Y Y at its option cure such de
breach, in which cases the City shall be entitled, in' addition to
and without:limitation upon any other 'rights or remedies to which
it shall be',entitled 'by the Agreement;'operation of law, or other-
wise to reimbursement from:the Redeveloper or successor in interest
of all costs and expenses incurred by the'City in curing such
default or`breach and, to a lien upon; the Property (or the part
thereof to which the mortgage, encumbrance, or lien relates) for
such reimbursement: Provided, that any such lien shall be subject
always to the lien of;inc u ing any lien contemplated, because of
advances yet to be made, by), any then existing mortgages on the
Property authorized 'by the Agreement:
SECTION 607. MORTGAGE AND HOLDER. For the purposes of the Agreement:
The term ,"mortgage shall include a deed of trust or other instrument !i
creating, an encumbrance or lien upon the Property, or any part
thereof, as security fora loan.The term "holder" in reference to
a mortgage shall include any insurer or guarantor of anylobligation
76 11-13
or condition seed by such mortgage or deed oust, including,
but not limited to, the Federal Housing Commissioner, the Admin-
istrator of Veterdns Affairs, and any successor in office of either
Such official.
ARTICLE VII. REMEDIES
SECTION 701. IN GENERAL. Except as otherwise provided in the Agree-
ment, in t e event of any default in or breach of the Agreement, or
any of its terms or conditions, by either party hereto, or any
successor to such party, such party (or successor) shall, upon
written notice from the other; proceed immediately to cure or
remedy such default or breach, and, in any event, within sixty (60)
days, after receipt of such notice. in case such action is not
taken or not diligently pursued, or the default or breach shall not
be cured or remedied within a reasonable time, the aggrieved party
may ',institute such proceedings as may, be necessary or desirable in
its 'opinion to cure and remedy such default or breach, including,
butlnot limited to proceedings to compel specific performance by
the ':pa'rty,in default or breach of itsobligations.
SECTION 7021. TERMINATION BY REDEVELOPER PRIOR TO CONVEYANCE. In the
event that the City does not tender conveyance of the Property, or
possession thereof, in the manner and condition, and by the date,!'
provided, in this Agreement, and'any.such failure shall not be cured
within'sixty. (60) days after the date of written demand by the
Redeveloper, and the City is unable to demonstrate, to the,rea-
sonable satisfaction of the Redeveloper that the defects, cloud, or
other deficiencies in or on title involved, or the part of, the
property to which it relates, is of such 'nature ',that the'Rede-
veloper will not be hampered or, delayed in the construction of the
improvements by taking title and possession subject to such defects,
the '_City,will 'refund to the Developer; any good faith deposit tendered
by the Redeveloper for such property or the portion of ,said good
,.
faith deposit reasonable allocable to the portion of the property'
lot 'and this agreement with respect totheproperty not
.conveyed
conveyed shall be terminated :p , rovided, it is'hereby expressly
agreed' that in the event this:agreement is terminated pursuant to
this, Section each party to this agreement shall be solely responsible
for ,all, expenses incurred or obligated by it and shall have no
claim against the other party.
SECTION 703: TERMINATION BY CITY PRIOR 'CONVEYANCE. In the event
that, prior to conveyance of the Property to t e Redeveloper, the
Redeveloper is in violation of Section 502 of Part Il of this
Agreement or the Redeveloper does not!'pay the!'Purchase Price and
take title to the Property upon tender of conveyance by the City
pursuant to this Agreement, or the Redeveloper fails to cure any
default or failure within thirty (30)''days from the date of written
demand by the City, then this Agreement, and any rights of the
Redeveloper, or any assignee or transferee, in, this Agreement, or
arising therefrom.with respect to the City or the Property, shall,
at the option of the City, be terminated by the City, in which
event, as provided in Paragraph; C, Section 3 of Part I hereof, the
® f� !I-14
c
i�
Deposit, or any portion thereof may be retained by the City as
liquidated damages and as its property without any deduction,
offset, or recoupment whatsoever, and neither the Redeveloper (or
assignee or transferee) nor the City shall have any further rights
against, or liability under this Agreement to the other in respect
to the property or part thereof' for which the deposit has been
retained.
SECTION 704. REVESTING TITLE IN CITY SUBSEQUENT TO CONVEYANCE TO REDEVELOPER.
In the event that su sequent to conveyance of the Property or any
part thereof 'to:the Redeveloper and prior to completion of the
Improvements as certified by the City
(a) the Redeveloper does not submit plans as required by the
Agreement in, satisfactory form and in the manner and by the
- datesrespectively provided in this', Agreement; or,
(b)' the Redeveloper (or successor in interest), shall default in or
violate its obligations with respect to.the construction of
the Improvements (including the'nature and the dates of for
the beginning and completion thereof), or shall abandon or
substantially suspend construction work; and any such default,
violation, abandonment,' or suspension shall not be 'cured,
ended, or, remedied within`ninety '(90) days' after written
demand by the City; or
(c) the Redeveloper (or successor in interest)' shall fail to pay
real estate taxes or,assessments on the Property or any part'
thereof when due, or shall' place thereon any encumbrance or
lien unauthorized by the,''Agreement, or shall suffer any levy,
for attachment to be made, or any materialmen s or mechanics'
lien, or any other,unauthorized -encumbrance or lien, to attach,
' and such 'taxes :or assessments shall not have been paid, or the
P` encumbrance or lien removed or discharged or provision satis-
factory to the City made'for such payment,! removal, or discharge,
within ninety (90)idays after written demand by the: City; or
(d) the Redeveloper violates the provision of Section 502 of Part
II of this Agreement andl such violation shall not be cured
t 60 °da s after written demand by the City to the
`n six
with Y ( ) Y
Redeveloper,
then the City 'shall have the right to re-enter and take possession
of the Property and all Improvements located thereon and to terminate
(andlrevest in the City) the property conveyed', by, the Deed to the
Redeveloper, it being the intent of this provision, together with
other provisions of the Agreement, that the conveyance of the
Property to the Redeveloper shall be made upon, and that the Deed
shallicontaina condition subsequent to the effect that in the `.
event of any default, failure, violation, or other action or icaction
by the; Redeveloper specified, in subdivisions (a), (b), (c) and (d)
of this Section 704, failure on the part of the Redeveloper to
remedy, end, or abrogate such default, failure, violation, or other
action or inaction,' within the period and in the manner stated in
such' subdivisions, the City at its option may declare a termination
in favor of the City of the title, and of all the rights and interests
in and to the Property conveyed by the Deed to the Redevelopor and
78
I1715
Improvements constructed thereon, and that suchtle and all
rights and interests of the Redeveloper, and any assigns or suc-
cessors in interest to and in the Property and any improvements
constructed thereon, shall revert to the City: Provided, that such
condition subsequent and any revesting of title as a result thereof
in the City
(1) shall always be subject to and limited by, dnd shall not
defeat, render invalid, or limit in any way, (i) the lien of
any mortgage, authorized by the Agreement, and (ii) any rights
or interests provided in the Agreement for the protection of
the holders of such mortgages; and
(2) shall not apply to individual parts or parcels of the Property
(or, in, the case of parts or parcels leased, the leasehold_
interest) on which the Improvements to be constructed thereon
have been completed in accordance with the Agreement and for
which a'`certificate of completion; is issued therefor as
provided in Section 305 hereof.
In addition to and without in any way limiting the City's
,right to re-entry as provided for in this Section, the City,
shall have the right to 'retain the Deposit or any portion
thereof, as provided in Paragraph',C, Section 3 of Part I
hereof,,without any deduction, offset or, recoupmentwhat
soever,` in the event of a default', violation or failure of the
Redeveloper as specified in this Section.
SECTION 705. RESALE OF REACQUIRED'PROPERTY DISPOSITION OF PROCEEDS.
Upon t e revesting in t>Fe City u tit e to t e,Propertyrand any
:Improvements thereon or any part thereof as `provided in Section
704, the City shall; pursuant to its responsibilities under State
law,; use its best efforts to resell the Property or:part thereof
a e liens
(subject to such mortgg and leasehold interests as in
Section 704'set forth and provided) as, soon and in such manner as
the City shall find feasible and consistent with the objective of
making or. completing the Improvements or such other improvements 'in
their stead'',as shall be satisfactory to the City and in accordance,
with'the uses specified for such Property or part thereof in the
Ilrban.RenewdI Plan. `I Upon such resale of the Property, the proceeds
hereof ;shall be applied:
ii
(a) First, to reimburse the City, on its own behalf, for all costs
andexP enses_incurred by, the City, including but not limited
' to salaries of personnel, in connection with the recapture,
management, 'and ,resale of the Property or part thereof'(but
ess any income derived by,the'City from the Property or part
thereof in connection with such management); all ,taxes,
t.
assessments, and water and sewer 'charges with respect to he
Property or part thereof (or, in the event the Property is
" exempt, from taxation or assessment or such charges during the
period of ownership thereof by the City, the amount, if paid,
equal to such taxes, assessments, or charges (as determined by
athe City assessing official) as would have been payable if the
Property or, part thereof at the time of revesting of title
® '79
11-16
•
thereto in the City or to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to
obligationsdefaults, or acts of the Redeveloper, its successors
or transferees; any expenditures made or obligations incurred
with respect to the making or completion or removal of the
Improvements or any part thereof on the Property or part
thereof; and any amounts otherwise owing the City by the
Redeveloper and its successor or transferee; and
(b) 'Second, 'to reimburse the Redeveloper, its successor or trans-
feree, up to the amount amount equal to (1) the sum of the
purchase ,price ,paid by it for the Property (or allocable to
the part thereof) and the cash actually invested by it in
making ,any', of the Improvements on the Property or part thereof,
unless (2):any gains or income withdrawn or made by it from
the Agreement or the Property.
Any balance remaining after,such reimbursements shall be retained
by the City as its property.
SECTION 706. OTHER RIGHTS AND REMEDIES OF CITY; NO WAIVER BY DELAY.
The City shall ave the right to institute such <,actions 'or,proceed-
as may 9 it deem desirable for effectuating the purposes of'rthis
in s
Article VII, ',including also the right to execute and record or`file
among the public lands records in the office in which the Deed is
recorded a written declaration of theterminationof all the right,
title, and interest of the Redeveloper, and (except for such
art
ofindividual parts or parcels u on which constructthatp
ion of
,the Improvements required to be constructed thereon has been
completed, in accordance with the Agreement, and for which a certi-
ficateof completion as provided in Section 305 hereof is to be
delivered, and subject to such', mortgage liens and leasehold interests
as provided in Section 704 hereof) its successors in interest and
assigns, in the Property, and the revesting of title (thereto in the
City: Provided, that any delay by the City in instituting or
-,
prosecuting any such actions or' proceedings or otherwise asserting
its rights under this Article VII shall not operate as a waiver!, of
such rights or to deprive it.of or limit such rights in any way!(it
being the intent of this provision that the City should not be '
constrained (so as to avoid the risk of being deprived of or
as
limited in the of.the.remedy provided'in this Section
laches estoppel, or otherwise); to
6ecause'of concepts :of waiver, pp ,
exercise such remedylat a time when it may still hope otherwiselto
resolve the problems 'created 'by the default involved); nor shall
any waiver in:fact made by the City with respect to any specific
default by ,the Redeveloper under this Section be considered or
h ', treated asl'a waiver of the 'rights of the City with respect to any
other defaults by the Redeveloper under this Section 'or with
respect to the particular default except, to the extent specifically
waived in writing.
Eli so
. -, ,
SECTION 707. IMPOSSIBILITY OF PERFORMANCE BY CITY PRIOR TO CONVEYANCE OF
i
PROPERTY. Should at any time prior to the conveyance of title to
anya'rojierty under this Agreement, the City of Iowa City, lowa,be
enjoined from such Conveyance or prevented from so doing by any
order or decision or act of any judicial, IegisldLive or executive
budy having authority in the premises, the City at its option may
terminate this Agreement and any obligations incurred by either,
party shall cease. In the ,event of such termination, the City
shall not be responsiblefor any damages, expenses or costs incurred
by the Redeveloper by reason of such termination. It is further
agreed and understood that the City shall have no liability for
failure,to deliver title to such Property or any part thereof to
the Redeveloper after making a good faith attempt to do so.
SECTION 708. ENFORCED DELAY IN PERFORMANCE FOR CAUSE BEYOND CONTROL OF
PARTY. For t a purposes of any o t ; provisions of the Agreement,
neer her the :Ci ty nor the Redeveloper, as the case may be, nor any
successor in interest, shall be,considered in 'breach of, or default
in, its obligations with respect to this Agreement in the event`of
enforced delay in the performance of such obligations' due to unfore-
seeable causes beyond its control and without its fault or negligence,
including, but not restricted to, acts of God, acts of, the public'.
_ enemy,acts of the other arty, fire s, floods, epidemics,; quarantine
P
restrictions,'strikes,I and usually severe weather or delays of
subcontractors due to such causes; it being the purpose and intent
of this provision that in the event of the occurrence of any such
enforced delay; the time or times for performance of the obligations
`f the Cit or of the Redevelo er under this Agreement, as the case
o Y Redevelop6r
be, shall'be extended for the period of the enforced delay as
Ips
'determinedby:the.City':: Provided, That the party seeking thea
benefit of the provisions of,t is Section shall, within ten (10)
days after the beginning of any'such enforced delay, have first
notified the 'other party thereof in writing, and of, the cause ,or "
'.
causes thereof, and requested an extension for the period of the
enforced dela .
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SECTION 709. RIGHTS AND REMEDIES CUMULATIVE: The rights and 'remedies'.
'_7
of the parties to the Agreement; whether provided by law or by the
I Agreement, shall be cumulative,'and the exercise by either party;of
any one or more of such remedies shall not preclude the exercise by
it, at the same or different times, of any other such remedies for
,,
the same: default or breach or of any of its remedies for any other
default or breach by the other party.' No waiver made by either'
such 'party .;with respect to the performance, or manner or time
thereof, or any'obligation',of the other party or any condition to
its.own
obligation under the Agreement, shall be',considered a waiver
`
of any
rights of the party ;making the waiver with respect to tha
particular obligation of the other party or condition to its own
obligation beyond those expressly waived in writing and to the
extent thereof, or 8 waiver in any respect in regard to any other
rights of the party making the waiver or any other obligations of
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the other party.
8i l I-18
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SECTION 710. PARTY IN POSITION OF SURETY WITH RESPECT TO OBLIGATiONS.
The Re eve oyer, or ts—ed—its successors a-n-d—gns, arm-for
all other persons who are or who shall become, whether by express
or implied assumption or otherwise, liable upon or subject to any
obligation or burden under the Agreement, hereby waives, to the
fullest extentpermitted by law and equity, any and all claims or
defenses otherwise available on the ground of its (or their) being
or having become a person in, the position of a surety, whether
real,, personal, or otherwise or whether by agreement or operation
of law, including, without limitation on the generality of the
foregoing, any and all claims and defenses based upon extension of
time, indulgence, or modification of terms of contract.
ARTICLE VIiI. MISCELLANEOUS
SECTION 801. CONFLICT OF'INTERESTS; CITY REPRESENTATIVES NOT INDIVID
YLIABLE.:' o mem er, OT icia ; or employee o t e Wit—y-- s all
ave any personal interest as defined in Chapter 403, Code of. Iowa
tall any such
1977; direct indirect, in the,Agreement,'nor sfi
member, offical, or employee participate in any decision relating
to the Agreement which affects his personal interests or the
interests of any corporation, partnership, or association in which
1 or indirectly, interested. No 'member, official, or
direct ,
he is Y Y
employee.of the City ,shall be personally liable to the Redeveloper,
or, any successor in interest, 'in the event of any default or breach
by the City or for any amount 'which may become due to the Rede- '
veloper or successor or on any obligations under the terms of the
Agreement.
''
SECTION 802. Py UAL EMPLOYMENT OPPPORTUNITY. The Redeveloper, for
Q
s agrees 'that during
itse fan its successors an .assign9 the
construction of the Improvements provided for in the Agreement: j,
(a) The Redeveloper will not discriminate against any employee or
applicant for employment because of race, color, religion,
sex,, disability;; sexual' orientation, marital status, or
national origin. The Redev_ per er'will:take'affirmative action
' `
to insure that applicants are employed, and that employees.are
treated',during employment, without regard to their race,
color, religion'; sex, disability,^,sexual orientation, marital
status,sex,
or national origin. Such action shall' include,
but ,notIbe.limited
to, the following: employment, upgrading,
demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compen-
sation;'hand selection for training, including apprenticeship.
The Redeveloper agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be
provided by the City setting forth the provisions of this
nondiscrimination clause.
(b)' The Redeveloper will, in all solicitations or advertisements
for employees, placed by or on behalf of the Redeveloper, state
ki
that the Redeveloper is an equal opportunity employer.
El 82
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(c) IThe Redeveloper will send to each labor union or representative
of workers with which the Redeveloper has a collective bargaining
agreement or other contract or understandinn, a notice, to be
provided, advising the labor union or workers' representative
of the Redeveloper's commitments under Section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and
applicants for employment.
(d)The Redeveloper' will comply with all provisions of Executive
Order'11246 of September 24, 1965, and of the rules, regulations,
and relevant orders of the Secretary of Labor.
(e) The Redeveloper will furnish all information and reports
required by Executive` Order 11246 of September 24, 1965, and
by the rules, regulations,, and orders of the Secretary of
Labor or the Secretary of Housing and Urban Development pursuant
thereto,'and will permit accesstothe: Redeveloper's books,
records,and accounts by the :City, the, Secretary of Labor for
purposesjinrinvestigation to ascertain compliance with such
rules, regulations, and orders.
j
O f In the event of the Redeveloper's 'noncompliance with the non-
'
< discrimination clauses of this Section, or with any of the
said 'rules, regulations, or orders, the.Agreement may be
-canceled, terminated, or suspended in whole or in part and the
Redeveloper may be declared` ineligible for further Government
contracts or federally assisted construction contracts in
accordance with procedures authorized in Executive Order 11246
of September 24,',1965,' and such other sanctions may, be imposed
and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule regulation, n, or order of the
Secretary of Labor, or as otherwise provided by lawn
(g): The Redeveloper will include the provisions of Paragraphs (a)
through (g) of this Section in every contract or purchase
k
order,' and will require the inclusion oflthese provisions in
to ' b of ,its contractors,
ever subcontract en redinto y any
Y
unless exempted by rules, regulations, or orders of the Secretary
of Laborissuedpursuant -to Section 204'ofExecutive Order
11246 of September 24, 1965, so that such provisions will be
binding upon each such contractor; subcontractor, or vendor,
as the case maybe. The Redeveloper will take such action
with respect to any construction' contract, subcontract, or
purchase order: as the City or the Department of Housing and
'
Urban Development may direct as a means of enforcing such
provisions, including sanctions for noncompliance:' Provided,
i
the Redeveloper becomes
however, in the event nvo v( e�
in,or is threatened with, litigation with a:subcontractor or
vendor as a'result of such direction by the City or the Depart-
ment'of Housing and Urban Development, the Redeveloper may
n to
into such litigation 'ted States to enter o 9
request the`U m tatto
q
protect the interests of the United States.
83
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SECTION 803. PROVISIONS NOT MERGED WITH DEED_. None of the 'provisions
o 't a are intende to or s all be 'merged by reason of
_greement
any deed transferring title to the Property from the City to the
Redeveloper, or any successor in interest, andanysuch deed shall
not be deemed toaffector impair the provisions and covenants of
the Agreement.
SECTION.804. TITLES OF ARTICLES AND SECTIONS. IAny titles of the several
parts, rli tic es, an Sections of t e greeinent are inserted for
convenience of reference only and shall be disregarded in construing
or interpreting any of its provisions.
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• RESOLUTION NO.
'RESOLUTION AUTHORIZING THE SALE OF URBAN RENEWAL PROPER'T'Y
WHEREAS, the City of Iowa City, Iowa, has under date September 2, 1970, entered
into a contract for loan and grant with the United States of America; and,
WHEREAS,, the City of Iowa City, Iowa, has undertaken pursuant to said contract
an Urban Renewal Project known as the City -University Project I, Project Number
Iowa R -N ;"and,
WHEREAS, the City of Iowa City, Iowa, has received an entitlement of funds'
pursuant to the Housing and Community Development Act of 1974; and,
WHEREAS, the City of Iowa City, Iowa, has pursuant to the provisions of Title 24,
Part 570, Section 570.801(c), of the Code of Federal Regulations, transferred
Communityt
, Development Block Grant funds o said Urban Renewal Project, and transferred
control of certain real property acquired in carrying out said Urban Renewal Project
to the.City Council of the City of Iowa City from the, City Council acting as LPA; by
Resolution Number 76-446, dated December 14, 1976, and by Resolution Number 77-312,
dated August 9, 1977; and,
WHEREAS, the City Council of Iowa City, Iowa', caused to be issued a solicitation
of'Offers to Purchase Land for Private Redevelopment; and;
WHEREAS, `Offers to'Purchase Land for Private Redevelopment were received and
opened by the City of Iowa City on September 15, 4977; and,
WHEREAS, the City Council of the City of Iowa City is now desireous of selling
disposition Parcel 93-2 to Ervin'E Lovetinsky
NOW, THEREFORE, BEFIT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that
pursuant to the authority granted by Section 403 of the 1977 Code of Iowa and
Section 570.801(c) of Dart 570, Title 24, Code of Federal',Regulations, the Mayor
and City Clerk are hereby authorized and directed to execute, on behalf of the City
of Iowa City, a contract for Sale of Land for Private Redevelopment by and between
' Ervin E Lovetinsky
and the:City of Iowa City, Iowa, a copy of which contract'is attached hereto and
incorporated herein, such land to be 'sold to — Ervin E. Lovetinsky
Disposition Parcel_ 93-2 as more
particularly described:in said contract. Upon execution of the contract',by the
City and Ervin E. Lovetinsky
the. City Manager is authorized and directed to prepare a deed for said property and
deliver the.deed to Ervin E. 'Lovetinsky
upon receipt ofpayment for said property.
It was moved by '16AIMSt, and seconded by, Sr„124h
that the Resolution as readlbe adopted and upon roll call there were:
i4
�O' 165
9Zo-. 7 7 - Y�5-/
-2-
AYES:
AYES:
NAYS: ABSENT:
Balmer
—
X
deProsse
X
Foster
Neuhauser
' x
Perret
.
Selzer
Vevera
Passed
and approved this 1^ day of
�Ge �r n (sf v 1977.
ni
1C AYUt ( i(ti 00�
( Mayor
ATTEST:
-t-,
City Cla=rk
CORPOnA i E SEAL
a�
:
IFF
T 1' "'TYUM .
J"--
�<<���, .
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
AGREEMENT,consisting of this Part i and Part II annexed hereto and
made a part hereof (which Part I'and Part II are together hereinafter
called "Agree ent"), madeon or as of the �3 .t le day of
ve,�,rlea- 19t2�Z, by and between the City of Iowa
City, Iowa, a puDlic body corporate (which, together with any successor
public body, or officer hereafter designated by or pursuant to law, is
hereinafter called the "City"), established pursuant to the statutes of
the State of Iowa; pertaining' to Municipalities, Cities, Towns, and
particularly Chapter 403 of. the Code of Iowa as amended (hereinafter
called "Urban Renewal Act") and having its office at the Civic Center in
the City of Iowa City, State of Iowa, and Ervin E. Lovetinsky
an individual Dr4aN n9 -
}ie Stato -0f _______________ hereinafter called "Redeveloper") and
having anloffice for the transaction of business at 316 S. Madison street
in the City of Iowa City' County of Johnson
anJ State, of Iowa' WITNESSETH:
i
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 slum and blighted areas in the City, and in this
connection is'engaged; in carrying out an urban 'renewal project (herein-
after:called "Project")'in an area (hereinafter called the'"Project
�
Area")'located in the City; and
WHEREAS, as of the date of this Agreement there has been prepared
and approved by the City an urban renewal plan for the Project, con
sisting of ("The Urban Renewal Plan, dated, September 3, 1969, by Resolu-
tion No. 2157,: as amended from time to time and as it may hereafter be
further amended pursuant to law, and as so constituted, is, unless other- l
wise indicated by the context, hereinafter called "Urban Renewal Plan"),
and
WHEREAS, a copy of the Urban Renewal Plan as constituted on the "
date of the Agreement has been recorded among the land records for ,the
place in which the Project Area is situated, namely,, in the Office of
the Johnson County Recorder in Book 490 at 'page 408, and has', been filed
in the Office of the Clerk 'of'the City located at the Civic Center in
the City; and
WHEREAS, in order to enable the City to achieve the objectives of
the Urban Renewal''Plan and; particularly to make the land in'the ,Project
Area available for redevelopment by private enterprise rise for'redevelo
ment
in accordance` with the Urban Renewal Plan, both the Federal Government
and the City have undertaken to provide and have provided substantial
alContract for Loan
and Capital Grant dated
I!
aid and assistance through P
September 2, 1970, in the case of the Federal Government; and
WHEREAS, pursuant to Chapter 403, Code of Iowa as amended, the City
has offered to sell ,and the Redeveloper is willing to purchase' certain
d
real property located' in the Project Area and more particularly describe
-1-
in Schedule A annexed hereto and made a part hereof (which property as
so described is hereinafter called "Property") and to redevelop the
Property for and in accordance with the uses specified in the Urban
Renewal Plan and in accordance with the Agreement; and
WHEREAS, the City believes that the redevelopment of the Property
pursuant to the 'Agreement, and the fulfillment generally of the Agree-
ment, are in the vital and best:interests of the City and the health,
safety, morals, and welfare of its residents, and in accord with the
public purposes and provisions of the applicable Federal, State, and
local laws and requirements under which the Project has been undertaken;
and
WHEREAS, the City has acquired title to certain property described
in Schedule A hereof:
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the partieshereto; each of them does hereby covenant and
agree with the other as follows: "
SECTION 1. SALE: PURCHASE PRICE
Subject to all the terms, covenants, and conditions 'of the Agree-
ment „ the City will sell thepropertydescribed in Schedule A
hereof to the Redeveloper, for, and the'Redeveloper will purchase
the property ,'from 'the City and pay therefore,'` the amounts set forth
in Schedule'Q hereof, subject to the terms and, conditions of
Section 2 of this Agreement. ,The amounts set forth in Schedule (i,
hereinafter' called "Purchase Price," are to be paid in cash or by
certified check simultaneously with the delivery of the deeds
conveying the property to the Redeveloper.
SECTION 2. CONVEYANCE OF'''PROPERTY'
'
(a) 'Form of Deed. The City shall convey to the Redeveloper title
to tib a property by Special Warranty Deed (hereinafter called
"1Deed"): Such conveyance and title shall, in addition tolthe
condition subsequently provided for in Section' 704, Parti II,
hereof and to,all other conditions, covenants, and restric-
tions set forth or referred to elsewhere in the Agreement, be
subject; to:
(1) Such easements as it shall have been necessary, pursuant
to the Urban Renewal Plan, for the, City to, reserve, for
.itself or for future dedication or grant, for: sewers;
drains, water and gas'' distribution lines', electric,;
telephone, and telegraph installations, rights-of-way and
access, or as described or referred to in "Schedule A,
description of property, attached hereto and referenced
as 'a part hereof;
(2) All conditions, covenants and restrictions contained in
said Urban Renewal Plan and Part I and II of this Contract.
9� 169
(b)
Time and Place for Delivery of Deeds. The City shall deliver.
the Deed and possession of the property to the Redeveloper
upon payment of the purchase price in full upon such dates as
called for in this Agreement. Conveyance shall be made at the
principal office of the City and the Redeveloper shall accept'
such conveyance and pay to the City at such time and place the
purchase price ,in full for each parcel delivered.
(c),
Recordation of Deeds. The Redeveloper shall promptly file the
Deeds for recordation among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs (including the cost
of the State documentary stamp tax on the 'Deeds, for which
stamps :in the proper amount shall be affixed to the Deeds by
the Redeveloper), for so recording said Deed.
(d)Deliver
of the Abstract. The City will furnish to the Rede-
ve oper in advance of the closing on each parcel, an abstract
of title showing good, marketable title in the City of Iowa
City, _Iowa, free: and clear of all taxes, assessments or other
encumbrances except as hereinbefore specified. The abstracts
of title shall be at City expense and will be certified by a
qualified abstracting company to the close, of business as the
closest practical- date prior to the date of the deed of con-
veyance The cost of obtaining an attorney's examination of
the abstracts for title opinion and/or.the cost of obtaining
titleinsurance, if, required, shall be at the expense of the
Redeveloper.
(e)
,Deliver' of Pro art The City will deliver the property
described in Sche ule A hereof at 'the time set forth Schedule
.in
C hereof. The Redeveloper agrees!to pay, for and accept title
of such property'.as called for injhis Agreement and agrees to
begin development promptly on the, property conveyed within the
time called for in this Agreement.: Failure by the',Redeveloper
to pay, for and accept delivery of the urban renewal land as
called for herein will result in:forfeiture of the deposits
postedwith the City by the Redeveloper attributable to such
property, without limiting the City as to other remedies
;against the Redeveloper. In the event the City is unable to
deliver ,the property as called for in Schedule C to the
Redeveloper, the`Redevelop'er shall have the option `of rescinding
the development ''contract +only , as to such parcels in default by
causing a written notice to be served upon the City of the _
exercise'.of such option. Upon receipt, by the City of this
notice, the City shall have sixty (60) days to cure the
default by, tendering the property covered in the notice to the
Redeveloper. If the City is unable to cure the default within
the sixty (60) days as provided herein, the Redeveloper shall,
at its option, stand relieved of its obligation to accept the
parcel or parcels' involved and the City shall, in such event,'
promptly'' refund that portion of the Redeveloper's deposit
attributable to such parcels to the Redeveloper. it is expressly
understood and agreed that the City shall have no other
liability, direct or indirect, to the Redeveloper on account
of delay or inability to deliver land to the Redeveloper as
MR JL 70
•
called for in this Agreement and the Redeveloper's remedy in
the event of default by the City in delivery of urban renewal
land is hereby specifically limited to rescinding the contract
as to such land as provided in this paragraph.
(f)
Default by Redeveloper. In the event the Redeveloper fails to
accepi Avery of and pay for one or more parcels of property,
as called for in this Agreement, the City may, at its option,
call the entire Agreement, or the Agreement as it applies to
a'ny,part of the property, in default, serve a proper notice of
forfeiture upon the Redeveloper and terminate this Agreement
in its entirety except that forfeiture of this Agreement shall
not relieve the Redeveloper of the obligations imposed by this
Agreement as to property already delivered to the Redeveloper.
SECTION 3. GOOD FAITH DEPOSIT
(a)
Amount. The Redeveloper has, prior to or simultaneously with
t el execution of the Agreement by the City, delivered to the
City a; good faith deposit, or a surety bond in the penal amount
of Two thousand Dollars, (ten
percent 0 of the purchase price), 4n-whish-the-C4ty-4s-the
obligee,'-issued-by-------=----------------------------a-surety
company-ceguaaray-aagage -an-t e-assuaase-ef-sue -un e�
takings-and-en-the-last-ef-sarety-cempanies-approved-by-the
UR#ted-States-Treasury-€er-at-'least- such-amount,-er-eash;
or a certified check satisfactory to the City in the amount of
Wo Thousand ($2,000) Dollars, herein-
after called 'Deposit,' as security for the performance of the
obligations of the Redeveloper to be performed prior to the
return of the Deposit to the Redeveloper, or its retention by
the City as liquidated damages,.or its application on account
I
of ,the Purchase Price, as the case may be, in accordance with
tWAgreement.
The Deposit, if cash or certified check, shall be deposited in
an account of, the City in,a'bank or trust company selected by;
(b)
Interest. The City shallbe under: no obligation to pay or
earn interest on the, Deposit, but if interest is, payable
'
thereon such interest when received by the City shall be
promptly paid to the Redeveloper.
(c)
>Retention by City. l Uponterminationof the `Agreement as
provided I nSections 703 and 704 of Part II hereof, the
Deposit or the proceeds of the Deposit, if not theretofore
"
returned to the Redeveloper, pursuant to Paragraph (d) of this
Section, including al l', interest, payable to such Deposit or the
proceeds-thereof,after', such termination, shall be retained by
the ,City Agency as provided in Sections 703 and 704 of Part II
hereof.
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Return to Redeveloper. Upon termination of the Agreement as
provided i 'Section 702 of Part IT hereof, the Deposit shall
be returned to the Redeveloper by the City as provided in
Section 702 of Part 11 hereof.
SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The construction of the Improvements called for in this Agreement
shall be commenced and completed in accordance with Schedule D
hereof (to-be-submitted-by-Developer-with-his-peepesal). Provided,
that if a'mortgage securing money loaned to finance the Improve-
ments, or any part thereof, is insured by the Secretary of Housing
and 'Urban Development, then the aforesaid completion time shall not
apply, but instead the construction of the Improvements, or any
'part thereof, shall be completed within the time specified in the
applicable Building Loan Agreement approved by the Secretary of.
Housing and Urban Development.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) for 'Submission of Preliminar -0esi n Plans. The Rede-
Timeve open shallsu mitr Pr;e iminary'DesignP Plans as called for in
Section 301 of Part Il,of this Agreement as soon as possible
after the time' for conveyance set forth ;in Schedule C hereof,
and shale submit such plans in no event later than N/A
(b) Time for Submission of ',Construction Plans. The Redeveloper
sia su mit construction: plans as called for in Section 301'
of Part Il of this Agreement as 'soon as possible 'after 'approval
„ of the Preliminary Design Plans by; the City -Council, and in no
event,llater;than''sixty (60) days prior tolthe time for start
of construction called for in Schedule D hereof.
i
(c) Time for Submission of Corrected Plans. In the event that
„i Preliminary Design Plans or Construction Plans are rejected by
the City, as set forth'in Section 301 of, Part II of this
Agreement, the Redevelopershall submit corrected plans
within thirty (30) days of said rejection.
J!1
(d) 'If any hardship'shall exist in complying with the foregoing
provisions of this Section, ;the ,Redeveloper may petition to
the City in writing for an extension of time for performance
of any, part of this Section, setting forth in detail the
reasons for needing such extension.
SECTION 6. PERIOD OF DURATION OF COVENANT ON USE
The covenants' pertaining to the use of the Property, set forth in
Paragraph (a) of Section 401 of Part II hereof,' shall'' remain in
effect:from the date of the'Deed until October 2, 1994, the period
specified or referred to in the Urban Renewal Plan, and shall
automatically:extend for five year periods thereafter, unless
changed by the City Council.
11 172
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SESECTION 7. NOTICES AND DEMANDS.
A notice, demand, or other communication under the Agreement by,
either party to the other shall be sufficiently given or delivered
if it is dispatched by registered or certified mail, postage
prepaid, return 'receipt requested, or delivered personally, and
(i) in the 'case of the Redeveloper, is addressed to or delivered
personally ,to'the Redeveloper at
Ervin E. Lovetinsky
'316 S. Madison Street
Iowa City, Iowa 52240
AND
(ii) in the case of the City; is addressed' to or delivered personally
to the:
City Manager
Civic Center
410 E. Washington St.
Iowa City, IA - 52,240
or at such other address with respect to either such party as that
from time to time, designate in writing and forward to the
may._9 g,
other as provided 'in'this Section.
.SECTION 8. COUNTERPARTS
The 'Agreement is executed in three (3) counterparts, each of which
shall constitute' one and the'same'instruments.'
SECTION 9. ADDED PROVISIONS
Notwithstanding any other provision in this contract no interest in
this;property -shall be, conveyed, assignable or otherwise conveyed during
the', period of duration of covenant of Use specified in'!Section ,6 of this ,
contract without prior lwritten 'approval by the City. The City shall not',
withftold approval should said interest in this property be conveyed,
assigned or, otherwise transferred as part of the larger' parcel composed
of the north 5 feet bf Lot 6:and all of Lot 7 Block 93 original town,
'
Iowa City, in Johnson' County, Iowa, according to the recorded plat thereof.
IN WITNESS WHEREOF, the City has caused the Agreement to be duly
executed in its name and behalf by its Mayor and its seal to be hereunto
duly affixed and attested by its, City Clerk, and the Redeveloper has
causedlthe AOreement'to be duly executed in its name and behalf by i:ts
'
himself and its tt>rpot t Teal -to- bc� +eraur�ta d+ilK_a£fixed
and -attested- y-4ts-Secritar-Y, on oras of the day first above written.
® 173
INDIVIDUAL
ACKNOWLEDGEMENT
STATE OF Iowa ,
:ss
COUNTY OF Johnson
On this R3PcL day of A.D., 1977, before me,
D. Keith Borchardt
a Notary Public in and for said County
and State, personally appeared
Ervin E. Lovetinsky to we
known to be the identical
person -----------named in and who executed
the foregoing instrument,
and acknowledged that he
executed the same as
his voluntary act and deed.
IN WITNESS WHEREOF,
I have hereunto signed my name and affixed my
Notarial Seal the day and
year last above written.
Notary 'Public in and for Johnson
County,.State of Iowa
My Commission expires
RIA L SEAL
NOTARIAL T
A
pp 175
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SCHEDULE D
PRICE OFFERED
PARCEL N0.
PRICE
93-2
$19,995
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SCHEDULE C
TIME FOR CONVEYANCE
PARCEL NO.
DATE
93_2
November 30, 1977
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SCHEDULE D
Improvements on the parcel listed below will commence and be
completed in accordance with the following schedule:
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Part II
of
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CONTRACT FOR
I„
SALE OF LAND FOR PRIVATE REDEVELOPMENT
,
a
By and Between
r.
i
ERVIN E.'LOVETINSKY
and
I
The City of.lowa City, Iowa
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ARTICLE 1. PREPARATION OF PROPLRIy 1"0R RIDEVLL01'h1ENT
SECTION 101. DEMOLITION AND SITE CLI.APAI;Cl.. It is agreed that the
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City shall a ,ej>t. the property set
shall convey and'the rcdeveloh�r
forth in Schedule A of this agreement. AS iS and it. is'expressely
agreed that the City makes no warranty, express or implied, regarding
subsurface conditions and that the City shall have no liability for
any damages arising from subsurface conditions. It is further
agreed that any contracts or specifications for site demolition and
clearance which may have been examined by the redeveloper were
examined for information purposes only, and that the City shall
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assume no liability for any defects or vaiance from the specifications
for work, previously completed.
SECTION 1gEgpSES,,INCOPIE, ANI) SAL1'AGI':. All expenses,, including
current taxes, if any,, re atinq Co buildings or other structures
demolished or to be demolished in accordance with Section 101
hereof shall be borne by, and :all income or salvage received as a
result of'the`deinolition of such buildings or structures shall
belong', to the City.
SECTION 103. CITY'S RESPONSIBIL111ES FOR CERTAIN Ol"HER ACTIONS. The
City, withoutexpense to the Redeveloper or- assessment,,or claim
against the property,' shall cause the restriction of. traffic and
construction of public improvements on existing street rights-of-
way; and the construction of parking structures as specifically set
forth'in the ,Urban Renewal Plan., Provided, the City reserves the
right :to make future modifications oo the-traffic circulations
system and to the public improvements when such changes are deemed
'the
necessary and in the public interest, and further Provided in
event that.the City, after a good faith attempt to To so, is unable
to construct the parking structures 'due to an inability to issue'
revenue bonds; the, City shall be Without liability to the developer
or the developer's'iassigns.
(a) Installation of Public Utilities - The installation or re-
location by the City, or public utility cougiany of such sewers,
' ibuti `i'liies electric, telephone,drains wateriand 9as'distr
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public utility `lines,
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'tele ra h''Tines and all other p Y
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installations; and facilities as are necessary to be installed
or relocated on or in connection with the Property,by reason
of the redevelopment contemplated by the Urban Renewal Plan
and the development of the Property: Provided, that the City
shalt not be responsible ;!for, nor bear any portion'of the fcost
of, installingthe necessary utility connections within the
boundaries of the Property between the Improvements to be
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and the water,
R develo er n ,
Property b the e
ed o n the P
construct p Y Y
sanitary sewer, and storm drain mains or other public utility
lines owned by the City or by any public utility company
within,, or°without 'such boundaries, or electric, gas, telephone,
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or otherP ublic utility lines owned by any public utility
company within or without, such buinWaries, and the Redeveloper
shall secure any 'permits required for any such installation
without cost or expense to the City.
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SECTION 104. WAIVER OF CLAIMS OI NiNG IN PLTITIONS 13Y REDEVELOPER.
'pu'rchaser `the
_AND,
-� The Redeveloper hereby waives (a , Ole., of Properly
under the Agreement and as the owner after the conveyance of the
Property provided for in the A(Ireenienl.) any and all claims to
awards of damages, if any, to compensate for the closing, vacation,
restriction, change of restriction or change of grade of any
street, alley, or other public right-of-way within or fronting or
abutting on, or adjacent to, the Property which, pursuant to
Section 103- hereof, 'is to be closed or vacated, or the grade of
which is to be changed, and shall upon the request of the City
subscribe'to,'end join with, the City 'in any petition or proceeding,
required for such vacation, dedication, change of :grade, and, to
the extent necessary, rezoning, and execute any waiver or other
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document in respect thereof.
ARTICLE 11.'' RIGHTS OF ACCESS TO PROPERTY
SECTION 201. RIGHT OF ENTRY FOR UTILIrY SERVICE. The City reserves for
itself, the City,, and any public utility company, as may be appro-
priate, the unqualified right o enter Upon the Property at all
reasonable times ,for the purpose of reconstructing,, maintaining,
repairing, or servicing the public utilities located within the
Property boundary lines and.provided for in the easements described
or; referred to in Paragraph (a), Section 2 of Part 1 hereof.
SECTION 202. REDEVELOPER NOT TO CONSTRUCT OVER UTILITY EASEMENTS. The
construct ah build in °other structure or
Redeveloper sha not y g or
improvement on, over, or within the boundary lines of any easement
for public utilities described or referred to inlParagraph (a),
Section 2 of Part I hereof," unless such construction is provided
for in such easement or has 'been approved in writing by; the City
Engineer, or the authorized representative of an affected public
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utility.
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SECTION 203. ACCESS TO PROPERTY. Prior to the conveyance of the
Property.by t e City to; the Redeveloper, the City shall permit
-,'re resentatives of the 'Redeveloper to have access to any Property'
Cit holds title at all reasonable times for the
to which the ,
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purpose of obtaining data and making various tests concerning the
Property necessary to carryout the Agreement. After _the con-
veyance of the Property by the City to the Redeveloper, the Re-
developer shall permit, employees, agents or representatives of the
city access to the Property at all reasonable times for the pur-
poses of the Agreement, including, but not limited to, inspection
ofall work',being performed in connection with the construction of
the Improvements.- No compensation shall he payable nor shall any
charge be made in any form by any party for the access provided for
injthis Section.
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ARTICLE 111. CONSTRUCTION PLANS; CONSTRUCiION OF
IMPROVEMENTS; CERTIFICAIL OF COMPLI:IiON
SECTION 301. PLANS FOR CONSTRUCTION 01 IMPROVEMINlS. Whenever used in
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tTiis greement the term'jSrel'iiuiiiary desi9ii plans" shall include a
site plan and preliminary', plans for Improvements which clearly show
the size, location, and external appearance of any structures',
along with such other information as is necessary to fully deter-
mine the intentions of the redeveloper. The term "construction
plans" shall mean all plans, specifications, drawings, or other
-information required to be submitted for issuance of any permit
called for by applicable codes and ordinance'. The term "Improve-
ments", as used in this Agreement, shall be deemed tomake reference
to any buildings, structures, renovations, or other improvements,
as provided for and specified in this Agreement, preliminary design
plans, and construction plans.'
The Redeveloper shall, prior to the construction of the Improve -
mentscalled for in this Agreement, submit for approval by the ,City
Council preliminary design plans, and such other information as is
necessary for the CityiCouncil to fully determine the intentions of
the redeveloper. Such', plans shall be submitted no la ter 'than ,the
time specified therefor in Paragraph (a), Section 5, of Part I
hereof., It is expressly understood that the preliminary design
review by :the Cit 's'Design"Review
plans shall be submitted to e Y
Committee., Approval of such preliminary, design plans by the City
of the res on-
Council shall in no way relieve the redeveloperP
sibility for obtaining all required permits and otherwise fully
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complying with all applicable state and local codes and ordinances.
Following approval ofpreliminary design plans by the City Council'
the redeveloper shall submit construction plans andiother informs=
tion necessary, to obtain all permits required by applicable codes
and ordinances'.
The preliminary design',plans, as defined herein, shall in, any
event, be„deemed approved by the City Council unless rejection
thereof inwriting shall be set forth,byl the City within forty,(40)
days after the date ofrtheir receipt by the City Clerk. If the
City so: rejects such preliminary design plans in whole or, in part,
the Redeveloper shall submit new or corrected preliminary design
plans which correct the defect; set forth in .the rejection', within
the time specified therefor in''Paragraph' C, Section 5, of'' Part1
hereof. The provisions of this section relating to approval,
rejection, and resubmission of''corrected ;preliminary design plans
'shall
herein above' provided' with respect to the original plans
continue to apply until the preliminary design plans have been
approved by the City Council,
o.
All work withlrespect';to the Improvements to be constructed or
provided by the redeveloper on the property shall be in conformity
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with the preliminary design plans as approved by the City Council.
Construction; plans called for herein shall be consistent with and
logical extensions of the preliminary design plans approved by the
City -Council.
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SECTION 302. CHANGES IN CONSTRUCTION PLANS. if tle Redeveloper
desires to ma a any cTangesiri t5 preTitit inary design plans after
their approval by the City Council, the Redeveloper shall submit
the proposed change to the City Council for its approval. Changes
in construction plans :as defined herein, may be appr0vel by the
Department of Housing and Inspection Services, provided that such
changes will not cause the Improvement to be constructed in a
manner not consistentwith the preliminary design plans as approved
by Council.
SECTION 303.' COMMENCEMENT AND COMPLETION OF C014STRUCTION OF IMPROVEMENTS.
f e Re eve oper,agrees foritself, its successors and assigns, an
every successor in interest to the Property, or any part thereof,
and the Deed shall contain covenants on the part of the Redeveloper
for itself and such successors and assigns, that the Redeveloper,
and such successors and assigns, shall' promptly begin and diligently
pursue to completionthe redevelopment of the Property through the
construction of the Improvements thereon, and that such construction
shall in any event be begun within the period specified in Section
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4 of Part I hereof4and be completed within the period specified in
such Section 4. It is intended and 'agreed, and the Deed'shall-so
expressly provide,, that such agreements and covenants shall be
covenants running with the 'land and [hat
they, shall, in any event,
and without regard to technical classification
or designation,
legal or otherwise, and except only as otherwise specifically
provided in :the Agreement itself, be, to the fullest extent permitted
bylaw and equity,'binding for> the benefit of,the community and the
City'and enforceable by the City against the Redeveloper and its
,successors and assigns to or of: the Property or any part thereof or
any interest therein.
SECTION 304. PROGRESS REPORTS. Subsequent to conveyance of the Property,
or any part ',t ereof, to the Redeveloper, andruntil construction of
the Improvements has been completed, as set forth in Section 305
hereof, the:Redeveloper shall make 'reports', set forth the status of
Improvements, construction schedule,' and such other ,information' as
may reasonably be requested by the 'City, as to the actual progress
of the Redeveloper,with respect to such construction.
SECTION.305. CERTIFICATE OF COMPLETION.
(a). Within thirty (30) days after completion of the Improvements
in accordance` with those provisions of the Agreement relating
solely to the obligations of the Redeveloper to construct the
Improvements (including the dates for beginning and completion
thereof), the City will furnish the Redeveloper' with an appro-
' t e rns 'certif in . Such certification by the,
ria
P instrument so,certifying. Y
City 'shall 'be (and it shall be so provided in the Deed and in
the certification itself)'a conclusive determination of satis-
faction and termination of the agreements and covenants in the
dates for the beginning and completion thereof: Provided,
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that if there is upon the Property a mortgage insured, or held
or owned, by the Federal Housing Administration and the Federal
Housing Administration shall have determined that all buildings
constituting a part of the improvements and covered by such
mortgage are, in fact, substantially completed in accordance
with the plans and are ready for occupancy, then, in such
event, the City and the Redeveloper shall accept the deter-
mination of the FederalHousing Administration as to such
completion of ,the construction of the Improvements in accor-
dance with the plans, and, if the other agreements and covenants
in the Agreement obligating the Redeveloper in respect of the
construction and completion of the Improvements have been
fully satisfied, the City shall forthwith issue its certifi-
"cation provided for in this Section. Such certification and
such determination shall not constitute evidence of compliance
with or satisfaction' of any obligation of the Redeveloper to
any holder of a mortgage, or any insurer of a mortgage, securing
money loaned to finance the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels of the Property
which, if so provided in Part i, hereof, the Redeveloper may
conve or lease as the improvements to be constructed thereon
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are completed, the City will also, upon proper, completion' of
the improvements relating to any such part or parcel, furnish
the Redeveloper>with an appropriate instrument, ceitifying
that such Improvements relating to any such part or parcel
have been made in accordance with the provisions of the Agree-
ment. Such certification shall mean and provide (1) that;any
party purchasing or,leasinq such individual part or parcel.
pursuant to the authorization herein contained shall not
(because of such purchase or lease) incur any obligation with
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respect to the construction of the improvements relating to
such part or parcel or to any :,other part, or parcel'of the
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Property;, and (2) that neither the City nor any other party.
shall thereafter have or';be entitled to exercise with respect
to any such individual, part or parcel so sold (or, in the case
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of lease, with respect to the leasehold interest) any rights
or remedies orcontrolsthat it may otherwise have or be
entitled to exercise with respect to the construction of
Improvements as called for herein;
(c) Each certification provided for in this Section shall be in
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such form as will enable it to be recorded in the proper
office for the recordation of deeds and other instruments
pertaining to, the Property, including the Deed. If the 'City
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shall refuse or fail to provide any certification in accor-
dance with the',provisions of this Section, the City shall,.
within'. thirty (30) days after written request b y the Rede-
veloper, provide the Redeveloper with a written statement,
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indicating inadequate detail in what respects the Redeveloper
has failed tocomplete the Improvements in accordance with the
provisions of the Agreement, or is otherwise in default, and
what measures or acts it will be necessary, in the opinion of
the City, for the Redeveloper to take or perform in order to
obtain such certification.
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ARTICLE RESTRICTIONS UPON USE OF PRERTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
and its successors and assigns, and every successor in interest to
the Property, or any part thereof, and the Deed shall contain
covenants on the part of the Redeveloper for 'itself, and such
successors and assigns, that the Redeveloper, and such successors
and assigns, shall:
(a) Devote, the Property to, and only to and in accordance with,
the uses specified in the Urban Renewal Plan; and
(b) Not discriminate upon the basis of race, color, creed, religion,
age, disability, sex or national origin in the sale, lease, or
rental or in the use or occupancy of the Property or any
im rovements erected or to be erected thereon, or any part
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thereof.
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(c) All advertising (including signs) for sale 'and/or rental of
the whole or any part of the Property shall include the legend,
,An Open Occupancy Building" in, type or lettering of easily,
word"Pro "Project" or "Development
leqible size and design. The J
ere circumstances
rd "Building" wh
may be substituted for the wo q
require such substitution:'
(d) Comply with the regulations issued by the Secretary of Housing
and Urban'Development set forth in '37 F.R. 22732-3 and all
applicable rules and orders issued ''thereunder which prohibit
the use of lead-based paint in residential structures under-
goingfederally-assisted construction or rehabilitation and
re uire the elimination of lead-based paint hazards.
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BINDING UPON SUCCESSORS I
N INTERESTS: PERIOD�0
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SECTION 402. COVENANTS. l
"i DURATION. -1t is inten a an agree an t e ee s a so express y
-i provide, that'the agreements and covenants provided in Section 401
hereof shall be covenants running,with the land and that they
shall; in any event, and without regard to technical classification
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or designation, legal or otherwise and except only, as otherwise
specifically providetl in the `Agreement, be binding, to the fullest
elaw and equity, for the benefit and in favor
xtent permitted by,
of and enforceable' by, the City, its successors and assigns, any
successor in or any Part thereof, and the
interest to the Property,
rUnited States (in the case of the covenant provided in subdivision
(b) of Section 401 hereof), against, the Redeveloper, its successors
and assigns and every successor in interest 'to'the Property, or any
part thereof or any interest therein, and any party in possession
n art thereof. it is further
Prope or , p
of the Y Y
or occupancy P,
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intended and ag9reed.that the agreement and covenant provided in
subdivision (a) of'Section ',401 hereof shall 'remain in effect for
the 'period ''of
time or until the date, specified or referred to in
Section 6 of Part i hereof (at which time such agreement'and'covenant
shall terminate) and that the agreements and covenants provided in
all 166
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subdivision (be Section 401 hereof shall rem,• in effect
without limitation as to time: „Provided, that such agreements and
covenants shall be binding on the 'edeveloper itself, each successor
and each Farcy
in interest to the Property, and every part thereof,
in possession or occupancy, respectively, only for such period as
such successor or party shall have title to, or an interest in, or
possession or occupancy of, the Property or part thereof. The
terms uses specified in the Urban Renewal Plan" and "land use"
referring to provisions of the Urban Renewal Plan, or similar
language, in the Agreement shall include the land and all building,
housing,and other requirements or restrictions of the Urban
Renewal Plan pertaining to such land.
SECTION 403. ,CITY AND UNITED STATES RIGHTS TO ENFORCE. Inlamplifica-
tion,,and not in restriction of, the provision of the preceding
Section, it is intended and agreed that the City 'and its successors
and 'assigns shall.be deemed beneficiaries of the agreements and
covenants provided in Section 401 hereof, and the United States
shall be deemed a beneficiary of the covenant provided in sub-
division (b) of Section 401 hereof, both, for and in their or its
own right andlalso for the purposes of protecting the interests of
the',community¢and other parties, public or private, in whose favor.
or for whose favor or for whose':'benefit such agreements and covenants
have been provided. Such agreement and covenants thelUnited
l (and the
Deed 'shall soi,state) run in favor of the City and
States, for the entire period during which such agreements and
covenants shall be .in force and effect, without; regard to'whether''
the; City or the United States has at any time been, remains, or in
an owner of any land or interest therein to or in favor of which
such agreements and covenants relate. The City shall have the
righti, in the event of any breach of any such agreement or covenant,
and the United States shall have the right in the event of any
breach of the covena,nt'provided'in subdivision (b) of Section 401''
oven all provithe ded
is and remedies; and to maintain'
hereof, to exercise
any actions or suits at law or in equity or other proper proceedings
to enforce the curing of such breach of agreement or covenant, to'
which it or any other beneficiaries of such agreement or'covenant`
may be entitled.
ARTICLE V. PROHIBITIONS AGAIIJST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS TO REDEVELOPMENT. The Redeveloper
` rep resents, and agrees that its purchase of the Property, and its
i other undertakings pursuant toi the Agreement, are, and will be
used, for the purpose of the redevelopment of ,the Property and not
for 's eculation in land holding. The
'Redeveloper further recognizes
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that, in view of
(a) the importance of the redevelopment of the Property to the
general welfare of the community:
(b) the substantial financing and theher Federaliandildocalat have been
Governments
wand b
' bleb la y ,
de available Y
for
and
ible
possible; for the purpose of making such redevelopmentP
(c) the fact that a transfer of the stock in the Redeveloper or of
a substantial part thereof, or any other act or transaction'
8® 187
involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect to the
identity of the parties in control of the Redeveloper or the
degree thereof, is for practical purposes .i transfer or
disposition of the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper, and its stock-
holders, are of particular concern to the community and the City.
The Redeveloper furtherrecognizes that it is because of the recog
nition of such qualifications and identity that the City is entering
he Redeveloper, and, in so doing, the City
"i with t 4
into the Agreement w p
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is further willing to accept and rely on the obligations of the
Redeveloper for the faithful performance of ;all undertakings and
covenants in the, Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWNERSHIP OR CONTROL OF
REDEVELOPER. For the foregoing reasons, the Re eve oper agrees
for,�tseit, and all persons hording an interest therein, their
heirs,:successors and assigns that there shall be no change or
transfer of owner hip control by any person or, combination of
persons owning
or controlling ten (10) percent or,l,more interest in
the Redeveloper through sale, assignment, merger,' increased,
capita lization'or by. any other means, without the express written
approval of the City.;With respect to this provision, the Rede-
veloper and the parties signing the Agreement on' behalf. of the
Redeveloper representlthat they have the authority of all, persons
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holding interest therein to agree to this provision on their behalf
and to'bind them with ;respect thereto.
SECTION 503. PROHIBITION AGAINST TRANSFER OF PROPERTY AND ASSIGNMENT OF
AGREEMENT. so, font a foregoing reasons t e Redeveloper represents
agrees for itself' and its successors and assigns, that:
an 9
(a) Except only,
(1,) byway. of security for, and only
for, (i,) the pur
ose of
obtaining' financing; necessary to enable the Redeveloper.:
orlany successor in interest to the Property, or any part
thereof, to. perform its obligations with respect to
making the Improvements under the Agreement, and (ii) any
other purpose authorized by the Agreement, and
(2) as,to any individual parts or parcels of the Property on.
which ,the Improvements to be constructed thereon have
been completed, and which, by the, terms of the Agreement,
the Redeveloper is authorized to convey or lease as such
Improvements are completed,
a of made or created
as so authorize
d has n ,
the .Redeveloper (except, )
t it will not, rior'to the proper completion of the Improve
that P P P
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ments'as certified by the City, make or create, or suffer to be
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made or created, any total or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer in any other mode or
form of or with respect to the Agreement or the Property, or any
part thereof or any interest therein, or any contract or agreement
to do any of the same, without the prior written approval of the
City: Provided, that prior to:the 'issuance by the City of the
certificate -provided by in Section 306 hereof as to completion of
construction of the Improvements, the Redeveloper may enter into
any agreement to sell, lease, or otherwise transfer, after the
issuance of such certificate, the Property or any part thereof or
interest therein, which agreement shall not provide for payment of
or on account of the purchase price or rent For the Property, or
the'part thereof or the interest therein to be so transferred,
prior to the issuance of such certificate.
(b) The City shall be entitled; to require, except as otherwise`
provided in the Agreement, as conditions to any such approval
that:
(1) Any proposed transferee shall have the qualifications and
financial responsibility, as:determined by the City,
necessary and 'adequate to fulfill the obligations under-
taken in the Agreement by the Redeveloper (or, in the
event the transfer is of or relates to part of the
Property, such obligations to the extent that they relate
'to such part).
(2) Any proposed transferee, by instrument in writing satis-
factory to the'Ci ty'and in form recordable among the hand
records, shall, for itself and its successors and assigns,
and expressly for the benefit of the City, have expressly
assumed all ofthe obligations :of the Redeveloper under
theAgreement and agreed to be subject to all the condi
tions and restrictions to which the Redeveloper'is sub
ject (or', in the event the transfer is of or _relates to
part of the Property, such obligations, conditions, and
restrictions to the extent that, they relate to such
.,part): Provided, that any instrument or agreement w
hich',
purports to transfer any interest whatsoever caused by
this agreement withoutthe express written approval of
the City, is null and: void.
(3) There shall be submitted to the City for review 'all I
instruments and other legal documents involved in effecting
transfer; and :if approved by the City, its approval shall
be'indicated to the Redeveloper in writing.
(4) The consideration payable for the transfer by, the trans
feree or on its behalf shall not exceed an amount :repre-
senting the:actual''cost (including carrying charges) to
the Redeveloper of, the Property (or allocable to the part
thereof or interest therein transferred) and the Improve-
ments, if any; theretofore made thereon by it; it being
the :intent of this provision to preclude assignment of
the Agreement or transfer of the Property for profit
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prior e the issuance of the certifica�f completion as
set forth in Section 306 of this Agreement. The City
shall be entitled to increase the Purchase Price to the
Redeveloper by the amount that the consideration payable
for the assignments or transfer is in excess of the
amount that may be authorized pursuant to this sub-
division (4), and such consideration shall, to the extent
it is in excess of the amount so authorized, belong to
and forthwith be paid to the City.
(5) The Redeveloper and its transferee shall comply with such
other conditions as the City may find desirable in order
to achieve and safeguard the purposes of the Urban
Renewal Act and the Urban Renewal Plan.
Provided, that in the absence of specific written agreement by the
City to the contrary, no such transfer or approval by the City
thereof shall be deemed to relieve the Redeveloper, or any other
respect
party bound in any way by the; Agreement or otherwise with
its obli-
to the construction of the Improvements, from any of
gations with respect thereto.
SECTION 504. INFORMATION AS TO HOLDERS OF INTEREST 1N REDEVELOPER. ELOPER.. In
of fns rticle
orde r do ass ist in th e t effec uation of t e purposes,
generally; the Redeveloper agrees
V and the statutory objectives
that during the period between execution of the Agreement and
completion of the improvements as certified by the City,
(a) the Redeveloper will promptly notify the City of any and all
of interest, ;
changes whatsoever in the ownership,or control
legal or' beneficial , or of',any'other act or transaction
involving or resulting in 'any change in the ownership of such
'.
interest or in'the relative distribution thereof, or with
incontrol'of the
identity of the parties
aspect to the ide y
res any its
Redeveloper or the degree thereof, of which it or of
otherwise have knowledge or
officers have been notified or
information; and
(b) the Redeveloper shall at such time or times as the City may
statement, sub-
request, furnish the City with a complete
and sworn to by the President or other executive
scribed
officer of; the Redeveloper, setting forth all of, the holders
of interest in the Redevelop er,and thelextent of, their re-
spective holdings, and in the event any other parties have a
the
beneficial interest in such holdings their, names and
determined or indicated by
extent of such interest,lall as ,the
records of the Redeveloper, any specific inquiry made by any
i
es who on the basis of all such
r`of all arts ,
'such office P in the
records own.ten (10) percent or more of the interest
information as )
Redeveloper;' and by such other knowledge or
Such lists, data, and information'
such officer shall have.
shallin any, event be furnished the City immediately prior .to
the delivery of the Deed to the Redeveloper and as a,condition
precedent thereto, and annually thereafter on the anniversary
of the date of the Deed until the issuance of a certificate of
-��
-completion of all the Property.,
-10 1,90
0
ARTICLE VI. MORTGAGE FINANCING;
RIGHTS OF MORTGAGEES
SECTION 601. LIMITATION UPON ENCUMBRANCE OF PROPERTY. Prior to the ;
completion of the Jmprovements, as certified_1:y the City, neither
the Redeveloper nor any successor in interest to the Property or
any part thereof shall engage in any financing or any other trans-
action creating any mortgage or other encumbrance or lien upon the
Property, whether by express agreement or operation of law, or
suffer any encumbrance or 'lien to be made on or attach to the
Property, except for the ,purposes of obtaining
(a)funds only to the extent necessary for making the Improvements,
and
(b) such additional funds, if any, in an amount not to exceed the
Purchase Price paid by the Redeveloper to the City.
The Redeveloper (or 'successor 'in! interest) shall notify the City in
advance of any financing,'secured by mortgage or other similar lien
Y
.
_. � the. Property,
rt
instrument, it proposes to enter -into with respect P Y,
or any part thereof, and in any event it shall promptly notify the
City of any encumbrance or lien that has been created on or attached
to the Property, -whether by .voluntary act of the Redeveloper or
in' as may be
ur oses of'such`financ g y ,
i se. '- For the.
otherw P P
made pursuant to the, Agreement; the Property may, at the option, of
the Redeveloper (or successor in interest), be divided into several
parts or parcels, provided that such subdivision, in the opinion of
the City,,is not inconsistent' with the purposes' of the Urban Renewal
plan and the Agreement and is approved in writing by the City.
SECTION 602. MORTGAGEE NOT OBLIGATED TO CONSTRUCT. Notwithstanding any
d o
m nt me u in hilt not limited t
ot` the, provisions,of t e gree e 9
�
intended to be co venants running with the
those which are or 9
clud-
'land, the holder of any mortgage 'authorized by the Agreementreement (includ-
ing any such holder who obtains title to the Property or any part
ing
result of foreclosure roceedi,n s, or action in lieu
thereof as a r P 9
thereof, but not including (a)' any other party who thereafter
obtains title to the Property orsuch part'from or. throw h such
holder,, or (b) any other purchaser at foreclosure sale other than
the `holder 'bf the mortgage itself) I shall in no wise be obligated b , y
Improve-
the 'provisions of the Agreement to construct or complete the improve-
r completion; nor shall'
e such construction o >
ments or to guarantee P
anY. Y 'covenant'an 'other provision in the Deed be construed to so
or
such holder: Provided,'that nothing in this Sectio n or
obligate s
9
an other Section or rovlsion of the Agreement shall be deemed or
Y, P
construed to permit or authorize any such holder to devote the
a t thereof to an uses, or to construct any
''.Pro erty or any.p r y
P
ided_
improvements thereon, other than those uses or improvements p rrv
-or'permitted in the';UrbanRenewal Plan and in the Agreement.'
r
®N-11 191 k
SECTION 603. COPY O•NOTICE 01 DEFAULT TO MORTGAGEE•IJhenever the City
mall deliver any notice or de NC- to the Redeveloper with respect
to any breach or default by the Redeveloper in its obligations or
covenantsunder the Agreement, the City shall at the same time
forward a copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the last address of such
holder shown in the records of the City.
SECTION, 604. MORTGAGEE'S' OPTION TO CURE DEFAULTS. After any breach or
default re erre to in ection WJ nereof, each such holder shall
(insofar as the rights of the City are concerned) have the right,
at its option, to cure or remedy such breach or default (or such
breach or default to the extent that it relates to the part of the
Property covered by its mortgage) and to add ,the cost thereof to
the mortgage debt and the lien of its mortgage: Provided, that if
the breach or"default is with respect to'constructionof the
Improvements,nothing contained in this Section or any other
Section of the Agreement shall be deemed to permit or authorize
such holder, `either before or after foreclosure or action in lieu I
_
thereof, to undertake or continue the construction or completion of n
the Improvements (beyond the extent necessary to conserve or protect
Improvements or construction already made) without first having
expressly assumed the obligation to the 'City, by written agreement
satisfactory":to the City, to complete, in the manner provided in
the Agreement, the Improvements on the Property or the part thereof
to 'which the 'lien or title of such holder relates. Any, such holder
who shall properly complete the Improvements relating to the
Property or applicable part thereof shall be entitled, upon written
request made to the City, to a''certificat9on or certifications by
the `City -to such effect in the manner, provided in Section 305 of
the Agreement,: and any such certification shal1,'if so:requested by
such holder mean and provide that any remedies or rights with
-
respect to recapture of or 'reversion or revesting of title to the
Property that the City shall have or be entitled to because of
failure of the Redeveloper or any successor in interest to the
Property, or any part thereof; to cure', or remedy any default with
respect to the construction of the Improvements' on other parts or
parcels of the Property, or became of any other default in or
breach of the','Agreement by the Redeveloper or such successor, shall
not apply to,the part or parcel of the; Property to which such
certification,relates.
SECTION 605. CITY'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE PROPERTY.
n'any case; w ere, su sequent to e au t,or reac y the Re e-
ve)oper (or successor in interest) under the Agreement, the holder
of"any mortgage on the Property or part thereof
(a) has, but does not exercise, the option to construct or complete
the Improvements relating to the Property or part thereof
covered by its mortgage or to which it has obtained title, and
such failure continues for a period of sixty (60) days after
the holder, has been notified or informed of the default or
breach;' or,
1 ll pp (]
(b) undertakes or completion of the• Improvements but
does not complete such construction within the period as
agreed upon by the City and such holder (which period shall in
any event be at least as long as the period prescribed for
such construction or completion in the Agreement), and such
default shall not have been cured within sixty (60) days after
written demand by the City so to do,
the City shall (and every mortgage instrument made prior to comple-
tion of the Improvements with respect to the Property by the Re-
developer or successor in, interest shall so provide) have the
option of,,paying; to the holder the amount of the mortgage debt and
securing an assignment of the mortgage and the debt secured thereby,
or, in the event ownership of the Property (or part thereof) has
vested in such holder by way of foreclosure or action in lieu
thereof, the City shall be entitled, at its option, to a conveyance
to it ofthe Property or part thereof (as the 'case may be) upon
payment to such holder of an amount equal to the sum of: (i) the
mortgage 'debtatthe time of foreclosure or action in lieu thereof
(less all appropriate including those resulting from
collection and application of rentals and other ,income received
during foreclosure proceedings); (ii) all expenses with respect to
the foreclosure; (iii) the net expense, 'if any (exclusive of general
overhead),'incurred by such holder in and as a direct result of the
subsequentmanagement of the Property; (iv) the costs of, any improve-
ments made by such holder; and .(v) an amount equivalent to the
interest'ithat would have accrued on the aggregate of such amounts
suchlamounts become art of the mort age debt and such debt
had all p g
had continued`in existence.
SECTION 606. CITY'S OPTION TO CURE MORTGAGE DEFAULT. In the event of a
default or breach prior to the completion of the Improvements by
the Redeveloper, or any successor in interest, in or of any of its
obligations under, and to the holder of, any mortgage or other
instrument creating an,encumbrance or lien upon the Property or
part'thereof', the City may at i,ts option cure such default or
r.
breach in which cases the City shall be entitled, in addition' to'
and -without limitation upon any other !rights or remedies to which[
r
it shall be entitled by the Agreement; operation of law, or other-
wise; to reimbursement from the Redeveloper or successor in interest
of all costs:and'expenses incurred by the City; in curing such
default or breach and :to a lien upon the Property (or the part
thereof to which the mortgage, encumbrance, or lien relates) for,
such reimbursement: Provided, that any such lien shall be subject
always to the, of, inc u ing any lien contemplated, because of
advances !yet to be made, by) any then existing mortgages on the
Property authorized by the Agreement.
SECTION 607. MORTGAGE AND HOLDER. For the purposes of the Agreement:
The term "mortgage"shall include a deed of trust or other' instrument
creating an encumbrance or lien upon the Property, or any part
thereof, as security for a', loan. The term "holder" in reference to
a mortgage shallincludeany insurer or guarantor of any obligation
115
OR 13 `.193
i
or condition seed by such mortgage or deed oeust, including,
but not limited to, the Federal Nousing Commissioner, the Admin-
istrator of Veterans Affairs, and any successor in office of either
.Such official. '
ARTICLE VII. REMEDIES
SECTION '701. IN GENERAL. Except as otherwise provided in the Agree-
ment, Agreement, in the event of any default in or g
any of its terms or conditions, by either party hereto, or any
successor to such party, such party (or successor) shall, upon
written notice from the other, proceed' immediately to cure or
remedy such default or breach, and, in any within sixty (60)
days after receipt of such notice. In case such action is not
taken or not diligently pursued, or the default or breach shall not
be cured or remedied within a reasonable time, the aggrieved party;
may institute such proceedings as may be necessary or desirable in
its opinion to cure and remedy such default or breach, including, ,
but not limited to, proceedings to compel specific performance by
the party in default or breach of its obligations.
SECTION 702. TERMINATION BY REDEVELOPER PRIOR TO CONVEYANCE. In the
event that the City foes not tender conveyance of the Property, or,
possession thereof, in the manner and condition, and by the date, "
provided in this Agreement, and any such failure shall not be cured
within' sixty (60) days after the date of`written ,demand'by the
Redeveloper,'and 'the City is unable to demonstrate, to the rea-
sonable satisfaction of the Redeveloperthat the '_defects, l,cloud, or
other deficiencies in or on: title involved, or the part of the
property to which it relates, is of such nature that the Rede-
veloper will not be hampered or delayed in the construction of the
_improvements by taking title and possession subject to such defects,
the'City will refundtothe Developer any good faith deposit tendered
by Redeveloper for such property or the portion of said good
,the
faith deposit reasonable allocable to the portion of the property
not conveyed and this agreement with respect to the property not
conveyed shall be terminated, provided, it is hereby 'expressly
agreed that in the event this agreement is terminated pursuant to
this Section each party to this agreement shall be solely„responsible
for all expenses incurred or obligated by it and shall have no
1 it
claim against the other party.,
SECTION 703. TERMINATION BY CITY PRIOR TO CONVEYANCE. In the event
that prior to,,',conveyance of the Property to t e Redeveloper, the
Redeveloper is in violation of Section 502 of Part II of this
Agreement or the Redeveloper does not pay the Purchase Price and
take title to the: Property upon tender of conveyance by the City
pursuant to this Agreement, or the Redeveloper fails to cure any
' thirty 30 da m the date of written
default or failure withiny ( ) Ys.fro
demand by the City, then this Agreement, and any rights of the
4
Redeveloper, or ,any assignee or transferee, in this Agreement, or
arising therefrom with respect to the City or the Property, shall,,,
at the option of the City, be terminated by the City, in which
`event, as provided in Paragraph C Section 3 of Part l hereof, the
T�1-14� 9 i
Deposit or any portion thereof may be retained by the City as
liquidated damages and as its property without any deduction,
offset, or recoupment whatsoever, and neither the Redeveloper (or
assignee or transferee) nor the City shall have any further rights
against or liability under this Agreement to the other in respect
to the property or part thereof for which the deposit has been
" retained.
- SECTION 704. REVESTING TITLE IN CITY SUBSEQUENT TO CONVEYANCE TO REDEVELOPER.
In the event tat su sequent to conveyance of the Property or any
part thereof to the Redeveloper and prior to completion of the
Improvements as certified by the City
(a) the Redeveloper does not submit plans as required by the
Agreement in satisfactoryform and in the manner and by the
dates respectively provided in this Agreement; or
(b) the Redeveloper (or successor in interest) shall default 'in or
violate its obligations with respect to the construction of',
the Improvements (including the nature and the dates of for'
the beginning and completion thereof), or shall abandon or
substantially suspend construction work, and any such default,
violation, abandonment,,or suspension.shall not be cured,
-'ended; or remedied within',ninety (90) days after written
demand by the City; or
(c)' the Redeveloper (or successor in interest) shall fail to pay
real estate taxes or assessments on the Property or any part
thereof wheo.due, or shall place thereon any encumbrance or
lien unauthorized by the Agreement, or shall suffer, any levy
or attachment to be made,'or any materialmen's or mechanics'
lien, or any, other unauthorized encumbrance or lien to attach,
and such taxes or assessments shall not have been paid,' or'the
i'
encumbrance or lien removed or discharged or provision satis-
factory, to the City made for such payment, removal, or discharge,
within ninety;,(90) days ,after written demand by the City;' or,
(d) the Redeveloper violates the provision of Section 502 of Part
Il of this Agreement and such violation shall not'be cured
within sixty (60) days after written demand by the City to the
L
Redeveloper,
then the City shall have the right to re-enter and take possession
of the Property and all ,Improvements located' thereon :and to terminate
(and,revest in the City) .the Property conveyed by the Dee d',to the
this provision, together with
Redeveloper, it being the. intent of p g
other provisions of the Agreement, that the conveyance of the
upon, Property to the Redeveloper shall be made and that the Deed
shall contain, a condition subsequent to the',effect that in the
event of any default, failure, violation, or'other action or inaction
by; the Redeveloper specifiedin subdivisions (a), (b), (c) and (d)
of this Section 704, failure, on the part of the Redeveloper to
remedy, end, or abrogate such default, failure; violation, or other
action or, inaction, within the period and in',the manner stated in
such'subdivisions,'the City at its ,option may ,declare 'a termination
in favor of the City of the title, and of all. the rights and interests
in and to the Property conveyed by ',;the Deed to the Redeveloper and
195
,<<919
Improvements constructed thereon, and that such'Eitle and all
rights and interests of the Redeveloper; and any assigns or suc-
cessors in interest to and in the Property and any Improvements
constructed thereon, shall revert to the City: Provided, that 'such
condition subsequent and any revesting of title as a result thereof
in the City
(1)shall always be subject to and limited by, and shall not
defeat, render invalid, or limit in any way, (i) the lien of
any mortgage authorized by the Agreement, and (ii) any rights
or interests provided in the Agreement for the; protection of
the holders of such mortgages; and
(2) shall not apply to individual parts or parcels of the Property
(or, in the case of parts or parcels leased, the leasehold
interest) on which the Improvements to berconstructed 'thereon
have been completed in accordance with the Agreement and for
,which' a, certificate of completion is issued therefor as
provided in Section '305 hereof.
In addition to and without in any way limiting the City's
right to re-entry as provided for in this Section,, the City
shall have the right to retain the Deposit or any portion
'ded
in Para ra
h'C Section 3 of Part I
rove P
'thereof, as 9
h ,
P
'hereof, without any deduction, offset or recoupment what-
soever, in the event of a"default, violation or failure of the
;Redeveloper as specified :in this Section.
i
SECTION 705. RESALE OF REAC UIRED PROPERTY; DISPOSITION OF PROCEEDS
Upon t e revestipg in the . ty,',of-tit e to t e. Property and any
Improvements thereon, or any part''thereof as provided in Section;
704 the City shall,, pursuant to its responsibilities under State'
law;'us'e.its best efforts to resell the Property or part thereof;
(subject to such mortgage liens and leasehold ',interests as in
Section; 704 set forth and provided) as soon and in such manner as
the City shall findfeasible and 'consistent 'with the `objective 'of
completing the, Improvements
'or such other improvements in
making or
their stead as shall be satisfactory to the City and in accordance
with the uses specified for such Property or part thereof in the
Urban Renewal Plan.! Upon such"resale;of the Property, the proceeds
thereof shall be applied:
(a) First, to reimburse the City, omits own behalf, for all costs
and expenses incurred by the City, including but not limited
to salaries of, personnel,' in connection with the recapture,
management, and resale of the Property or part thereof (but
less any income derived by the City from the Property or part
thereof in connection with such management); all taxes,
assessments, and water and sewer charges with ,respect to the
Property or part thereof (or, in the event the Property is
exempt from taxation or assessment or such charges during the
period of ownership thereof by the City, the amount, if paid,
equal to such taxes,''assessments, or charges (as determined by
the City assessing official) as would have been payable if the
Property or part thereof at the time of revesting of title
I>r►16 7 5
thereto in the City or to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to
obligations, defaults, or acts of the Redeveloper, its successors
or transferees; any expenditures made or obligations incurred
with respect to the making or completion or removal of the
Improvements or any part thereof on the Property or part
thereof; and any amounts otherwise owing the City by the
Redeveloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, its successor or trans-
feree, up to the amount amount equal to (1) the sum of the
purchase price paid by it for the Property (or allocable to
the part thereof) and the cash actually invested by it in
making any of the Improvements on the Property or part thereof,
unless (2) any gains or income withdrawn or made by it from
the Agreement or the Property.
Any balance remaining after such reimbursements shall be retained
by the City as its property.)
SECTION 706. OTHER RIGHTS AND REMEDIES.OF.CITY; NO WAIVER BY DELAY.
The City s a ave t e'right to institute suc .actions or proceed-
ings as it may deem desirable for effectuating the purposes of this
Article VI -I; including also the right'!to execute and record or file
among the public land records in the office in which the Deed is
recorded a written, declaration of the termination of all the right,
title, and interest of the Redeveloper, and (except for such
individual_ parts or parcels, upon which construction of that part of
the Improvements required to be constructed thereon has been
' completed, in accordance with the Agreement, and for which a certi-
ficate of completion as provided in Section 305 hereof -is to be
' delivered;,and subject' to such'mortgage.liens and leasehold interests
as: provided in Section'704 hereof) its successors in interest and
assigns, in the'Prop'erty, and the revesting of',title thereto in the
City: Provided, that any delay, by the City in instituting or
prosecuting any such!actions','or proceedings or,otherwise asserting
its rights under this Article VII shall not operate as a waiver,of
such rights or to deprive it'of or limit such rights in any way (it
being the ',intent of this provision that the City should not be
constrained ,(so as;to avoid the risk of being deprived of or
e exercise the'remed
limited in th Y provided in this Section
because of concepts of waiver, laches, estoppel, or otherwise) to.
e when it may still hope'otherwise to
ed 'at'a`tim
.exercise sucn'rem y _ Y
resolve the problems'created by the default involvedj; nor shall
any waiver infactmade by the City with respect to ,any specific
default by the Redeveloper under this Section be considered or
treated as a waiver, of the rights of the City with respect to any
other defaults b the Redeveloper
under this Section or with
oth Y P
respect to the particular default except to the extent specifically
waived in writing.
® 19'7
SECTION 707. IMPOSSIBILITY OF PERFORMANCE BY CITY PRIOR TO CONVEYANCE OF
PROPERTY. Should at any time prior to the conveyance of title to
any l'rojierty under this Agreement, the City of Iowa City, Iowa be
onjuined from such ronvoyance or prevented from so duing by any
order or decision or ara of any judicial, loq W.1t ive or executive
body:having authority in the premises, the City at its opLion may
terminate this Agreement and any obligations incurred by either
party shall cease. In the event of such termination, the City
shall not be responsible for any damages, expenses or costs incurred
by the Redeveloper by reason of such termination. It is further
agreed and understood that the City shall have no liability for
failure to deliver title to such Property or any part thereof to
the Redeveloper after linking a good faith attempt to do so.
SECTION 708. ENFORCED DELAY IN PERFORMANCE FOR CAUSE BEYOND CONTROL OF
_ PARTY. For t e purp0ses 1: any of t e provisions of the Agreement,
neither the City nor the Redeveloper, as the case may be, nor any
successor in interest,shall be 'considered in breach of, or default
in lits obligations' with respect to this Agreement in the event of
enforced delay in the performance of such obligations due to unfore-
seeable causes beyond; its control and without its fault or negligence,
including, but not restricted to, acts of God, acts of,the public'
enemy, acts of the other party, fires, floods,' epidemics,' quarantine
restrictions, strikes', and usually -severe weather or delays of
subcontractors due to, such, causes; it being the purpose and intent
of this provision that in the event of the occurrence of any such
enforced; delay, the time or times for. performance of the obligations
of the City or of the Redeveloper under this Agreement,`as the case
maybe, shall be extended for ,the period of the 'enforced delay as
in the
determined by the City: Provided, That the party seek g
benefit of the provisions of this Section shall, within ten (10)
days, after the beginning of any such enforced delay, have first
notified the other party thereof in writing, and of the cause or
causes thereof, and requested'anextension fir the period of the
enforced delay.
SECTION 709. RIGHTS AND REMEDIES CUMULATIVE: The rights and remedies
i.
of=the parties to t e Agreement, whet er,provided by law or by the
Agreement, shall be, cumulative, and the 'exercise by either party of
'
any Ione or more of such remedies shall not preclude the exercise by
it, at the same or different times, of any other such remedies for
the same default or breach or; of any of its remedies.for any other
default or breach by the other party. No waiver made by either
such party with respect to the performance, or manner or time
thereof, or any, obligation of the other party or any condition to
its own obligation under the Agreement shall be considered a waiver
of any rights of the party making the waiver with respect to thq
�
tion of the other art or condition to its own
particular obligation y
9 P
.part
obligation beyond those expressly waived in writing and to the
extent thereof, or a waiver in any respect in regard to any other
rights .of the party making the waiver or any other obligations'of
i'
the other party.
11i-18198
SECTION
710. PARTY IN POSITION OF SURETY WITH RES PECT'TO'OBLIGATIONS.
The Re eve oyer, or itselfan rts successors and assigns, and for
all other persons who are or who shall become, whether by express
-
or implied assumption or otherwise, liable upon or subject to any
obligation or burden under the Agreement, hereby waives, to the
fullest extent permitted by law and equity, any and all claims or
defenses otherwise availablelon the ground of its (or their) being
or having become a person in the position of a surety, whether
real,personal, or otherwise or whether by agreement or operation
of law, including, without limitation on the generality of the
and defenses based upon extension of
foregoing, any and all, claims P
time, indulgence, or modification of terms of contract.
'...
"': ARTICLE VIII. MISCELLANEOUS
,.';,, ,:.
SECTION
801. CONFLICT OF INTERESTS; CITY REPRESENTATIVES NOT'INDIVID
UALLY LIABLE.o mem er; o tcta or emp oyee OT t e Cify shall
ave any personal interest as defined in Chapter 403, ,Code of Iowa
1977, direct or indirect, in the Agreement, nor 'shall;any such
member, offical, or''employee participate in any'decision relating
to the Agreement which affects his personal interests or, the
, or'
interests of any corporation; partnershipassociation in which
he is, directly or indirectly,interested. No member, official, or
to the Redeveloper,
'able ,
hall be personally It _ P.
employee of the, City a p Y
'default
in tel event of an ,default or ,breach
or an uccessor to interest, h any
by; the City orfor any amount which may become due to the Rede-
•velbper
or successor dr on any obligations under the terms of the. .
Agreement.
SECTION
802. EQUAL EMPLOYMENT OPPPORTUNITY'. The Redeveloper, for
{,
itself an successors and assigns, agrees that during the
Improvements for in the Agreement:
construction ,of the provided
4�
/i�,.�z"if,��,�;•� .� "S,'�'^a
'
will discriminate against any employee or
a
��`ry''�✓fd:
(a) The Redeveloper not
�}"};+„,)'
applicant for employment because of race, color, religion,
tV
sex, disability, sexual orientation, i marital status, or
S
national origin. The Redeveloper will take affirmative action
to insure that applicants are employed, and that employees are
�•
treated during employment, without regard to theirlrace,
color,' religion,'sex, ,disability, sexual orientation, marital
status, sex, or'national'origin. Such action shall, include,
'upgrading,
but not be limited to, the following: employment,
'demotion, or transfer;', recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compen-
sation;.'and selection for .training, including apprenticeship.
The Redeveloper agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be
provided by, the City setting forth the provisions of this
”
nondiscrimination clause.
(b), The Redeveloper will, in all solicitations or advertisements
em o laced b ',or on behalf of the,Redevelo er, state
for ees t
employees P Y P ,
that the Redeveloper is an equal opportunity employer.
;'
®� 9 199
SECTION 710. PARTY IN POSITION OF'SURETY WITH RESPECT TO OBLIGATIONS.
The Redeveloper, or itse an its successors an assigns, an for
all other persons who are or who shall become, whether by express
or implied assumption or otherwise, liable upon or subject to any
obligation or burden under the Agreement, hereby waives, to the
fullest extent, permitted by law and equity, any and all claims or
defenses otherwise available on the ground of its (or their) being
or having become a person in the position of a surety, whether
real, personal,, or otherwise or whether by agreement or operation
of 'law, including, without limitation on the generality of the
foregoing, any and all claims and defenses based upon extension of
time, indulgence, or modification of terms of contract.
'MISCELLANEOUS ,
SECTION 801. CONFLICT OF'INTERESTS; CITY REPRESENTATIVES NOT INDIVID
Y o mem er, o icia , or emp oyee o the ty s a l
ave any personal interest as defined in Chapter 403, Code 'of'Iowa
t'r}
1977, director indirect, in the Agreement, nor shall any such
„ F
member, offical, or employeeparticipate in any decision relating
FU
to the Agreement which affects his personal interests or the
interests of any corporation, partnership, or association in which
he is, directly or indirectly,' interested. No member, official, or
employee of the City shall be, personally liable to the Redeveloper,
or any successor in interest, 'in the event of any default or breach
by,':the,City.or for .any amount which._nlay become,'due,to-,the Rede -
p "" '' y'obligatiol�s'under- the'terms'of the .
ve90 er•or•successor, or•on •an
.........: ...
Agreement.
CTION 802. E UAL EMPLOYMENT OPPPORTUNITY. The Redeveloper, for
:
(c) The Redeveloper will send to each labor union or representative
the Redeveloper has a collective bargaining
of workers with which
agreement or other contract or understacdinn, a notice, to be
provided, advising the labor union or workers' representative
of the Redeveloper's commitments under Section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and
" applicants for employment.
(d) The Redeveloper will comply with all provisions of Executive
24, 1965, and of the rules, regulations,
Order 11246 of September
and relevant orders of the Secretary of Labor.
(e) The Redeveloper will furnishall information and reports
requited by Executive Order 11246 of September 24,'1965; and
by the rules, -regulations, 'and orders of the Secretary of
Labor or the Secretary of, Housing and Urban Development pursuant
thereto, and will permit access to the Redeveloper's books,
records; and accounts by the City, the Secretary of Labor for
purposes 'in investigation to ascertain compliance with such
ruler, regulations, and orders.
(f)':In the event of: the Redeveloper's noncompliance with the non-
discrimination clauses of this Section, or with.any of the
said rules,,regulations or orders, the Agreement may be
canceled, terminated, or suspended in whole or in part and ,the
Redeveloper may be declared ineligible for, further Government
contracts or federally assisted construction contracts in
accordance with procedures authorized in Executive Order 11246
be imposed
of September 24, 1965, and such other sanctions may
and remedies. invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule,' regulation, or order of the`
Secretary of Labor, or as otherwise provided by law.
(g) The Redeveloper will include the provisions of Paragraphs (a)
-t,or purchase
through.
.
order, and will require the inclusion of these provisions to
every subcontract entered into by any of its contractors,
unless exempted by rules; regulations, or orders of the Secretary
`
of Labor issued pursuant',to Section 204 of',Executive Order
}
11246 of September 24, 1965, so that such provisions will be
binding, upon each such contractor, subcontractor, or vendor,
as case may, be. The Redeveloper will take such action
`or
;the
with respect to any construction contract,. subcontract,I
purchase order 'as ;the City or the Department of Housing, and
Urban Development may direct as'a means of.enforcing such
provisions,' including sanctions for noncompliance:' Provided,
involved—
however, That in the event the Redeveloper becomes
tin with a subcontractor or
to or is threatened with, litigation
vendor as a result of such direction by the City;or the Depart-
ment of Housing and Urban Development, the Redeveloper may
request the United States to enter into such litigation to
protect the interests of the United States.
®® 201
I 1-20
�i
RESOLUTION NO. ys3
RESOLUTION AUTHORIZING THE SALE OF URBAN RENEWAL PROPERTY
WHEREAS, the City of Iowa City, Iowa, has under date September 2, 1970, entered
into a contract for loan and grant with the United States of America; and,
WHEREAS, the City of Iowa City, Iowa, has undertaken pursuant to said contract
an Urban Renewal Project known as the City -University Project I, Project Number
Iowa R -N; and,
WHEREAS, the City of Iowa City, Iowa, has received an entitlement of funds
pursuant to the Housing and Community Development Act of 1974; and,
WHEREAS,, the City of Iowa City, Iowa, has pursuant to the provisions of Title 24,
Part ,570, Section 570.801(c), of the Code of Federal Regulations, transferred
Community DevelopmentBlock Grant funds to said Urban Renewal Project, and transferred
control of certain Teal property acquired in carrying out said Urban Renewal. Project
to the City, Council of the City of Iowa City from the City Council 'acting l'as,LPA, by
Resolution Number 76-446, dated December 14, 1976, and,by. Resolution Number 77-312,
dated'August 9, 1977; and:,
WHEREAS; the City Council of Iowa City, Iona, caused to be issued a solicitation
offf
,Oers to, Purchase Land for Private Redevelopment; and,
WHEREAS, Offers to Purchase Land for Private Redevelopment were received and
opened by the City of Iowa City on September 15 1977; and,
WHEREAS, the City Council of the City of Iowa City is now desireous of selling
disposition Parcel 102-1 to Mod Pod, Inc.
NOW, THEREFORE,, BE 'IT RESOLVED BY 'THE CITY COUNCIL OF IOWA CITY, IOWA;'that
pursuant to the authority granted by Section 403 of the 1977 Code of Iowa and
Section 570.801(c),of'Part 570, Title 24, Code of FederallRegulations, therMayor
andCity Clerk are hereby authorized and directed to execute, on behalf of the City
of Iowa City; a contract ',for: Sale of Land for Private Redevelopment by and between
Mod.Pod, Inc.
and the ,City of, Iowa City, Iowa, a copy, of which contract/ is attached hereto and
incorpora£ed herein, such land to be sold to ' Mod Pod, Inc.
Disposition Parcel as more
Particularly described in said contract. Upon execution of the contract by the
City and Mod' Pod Inc.
the; City Manager is authorized and directed to prepare a deed for said property and
deliver; the deed to -Mod Pod' Inc.
upon receipt of payment for said property.
It was moved by ByR\wte� and seconded by
that ;the Resolution as read be adopted; and upon, roll call there were:
® 204
i i,.(, i
j
� - J_
- _ _ _` - `
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
AGREEMENT, consisting of this Part I and Part II annexed hereto and
made a part hereof (which Part Land Part 11 are together hereinafter
called "Ag ement'% made on or as of the 3 x A day of
,� 19 17, by and between t e City of Iowa
City; Iowa, a pu is body corporate (which, together with any successor
public body or officer hereafter designated by, or pursuant to law, is
hereinafter called the "City"), established pursuant to the statutes of
the State of Iowa pertaining to Municipalities, Cities, Towns, and
particularly Chapter 403 of the Code of Iowa as amended (hereinafter
called "Urban Renewal Act") and having its office at the. Civic Center in
the tity of ;Iowa City, State of Iowa, and Mod Pod, Inc.
a' ',corporation r organized and existing under the aws of
the State of i Iowa hereinafter called "Redeveloper") and
having an office, for the transaction of business at '' 221' E. Washington
Street in the, City of Iowa City'- County of Johnson
and State of Iowa WITNESSETH:
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 slum and blighted areas in the 'City, and in this
connection is engaged in 'carrying out an urban renewal project (herein-
after 'called "Project") in an area (hereinafter called the "Project
Area") located in the City;', and
WHEREAS, as of the date of this Agreement there has been prepared
and approved by the City an urban renewal ,plan for the Project, con-
sisting of ('The Urban Renewal Plan,'dated September 3, 1969,,by Resolu-
tion No. 2157, as amended from time to time''and as it may hereafter be
further amended pursuant to law, and 'as so constituted, is unless,,other-
wise 'indicated by the context, hereinafter called "Urban Renewal Plan"),
and
WHEREAS, a copy of the Urban Renewal Plan as constituted on the
date`of the Agreement has been recorded among the land records for the
place in which the Project Area is situated; namely, in the Office of;
the Johnson County, Recorderin Book 490 at page 408, and has been filed
ain the 'Office of the Clerk of the City located at the Civic Center in'
the City; and
WHEREAS, in order to enable the City to achieve the objectives of
-the Urban Renewal Plan and particularly to make the land in the Project
Area available for redevelopment by private enterprise for redevelopment
in accordance with the Urban Renewal Plan, both the Federal Government
and the City have undertaken to provide and have provided substantial
aid and assistance through a Contract for' Loan and Capital Grant dated
September 2, 1970, in the case: of the Federal Government; and
WHEREAS, pursuant to Chapter 403, Code of Iowa as amended, the City
has offered to sell and the Redeveloper is willing to, purchase certain
real property located in the Project Area and more particularly described
p
00
i
7
in Schedule A annexed hereto and made a part hereof (which property as
so described is hereinafter called "Property") and to redevelop the
Property for and', in accordance with the uses specified in the Urban
Renewal Plan and in accordance with the Agreement; and
WHEREAS, the City believes that the redevelopment of the Property
pursuant to the Agreement, and the fulfillment generally of the Agree-
ment, are in the',vital and best interests of the City and the health,`
safety,', morals; and welfare of its residents, and in accord with the
public purposesand,provisions of the applicable Federal, State, and
local laws and requirements under which the Project has been undertaken;
and
WHEREAS, the City has acquired title to certain property described
in Schedule A hereof:
NOW, THEREFORE, in consideration of the premises and the mutual
obligations of the parties hereto, each of them doeshereby' covenant and
agree with the other as'follows:
SECTION 1.r SALE: PURCHASE PRICE
Subject to all the terms, covenants, and conditions of the Agree-
ment, the 'City ,will sell the property described.in-Schedule A
hereof to the Redeveloper for, and the Redeveloper will purchase
the. property from the City, and pay therefore, the amounts set for
in Schedule,B hereof, subject to the terms and conditions of
Section 2 of this Agreement. The amounts set forth in Schedule D,
hereinafter called "Purchase' Price," are to be paid in cash or by
certified check simultaneously with',tne delivery of the deeds
conveying the property to the Redeveloper.
SECTION 2. CONVEYANCE OF PROPERTY'
(a)I Form of Deed. The City 'shall convey to the Redeveloper title
to t e property by Special Warranty Deed (hereinafter called
Deed"). Such conveyance and title shall,' n,addition to the
condition subsequently provided for in Section 704, Part II,
hereof, and to all other conditions'; covenants, and restric-
tions set forth or referred to elsewhere in the Agreement, be;
subject to -
(1) Such easements as it shall have been necessary, pursuant
to the Urban Renewal Plan, for the City to reserve, for
itself or for future 'dedication 'or grant, for sewers,
drains, water and gas distribution lines, electric,
telephone, and telegraph installations, rights-of-way and
access, or as described or referred to in "Schedule A,"
description of property,' attached hereto and referenced
as a part hereof;
(2) All conditions, covenants and restrictions contained in
said Urban Renewal Plan and Part 1 and 11 of this Contract.
®14- 208
(b)
Time and Place for Delivery of Deeds. The City shall deliver
the Deed and possession of the property to the Redeveloper
upon payment of the purchase price in full upon such dates as
called for in this Agreement. Conveyance shall be made at the
principaloffice of the City and the Redeveloper shall accept
such conveyance and pay to the City at such time and place the
purchase price in full for each parcel delivered.
(c)
Recordation of Deeds.' The Redeveloper shall promptly file the
-
Deeds for recordation among the land records of Johnson County,
Iowa. ' The Redeveloper shall pay all costs (including the cost
of the State documentary stamp tax on the Deeds, for which
stamps in the proper amount shall be affixed to the Deeds by
the Redeveloper), for so recording said Deed.
(d)
Delivery of the Abstract. The City will furnish to the Rede-
ve oper:in advance of the closing on each parcel, an abstract
of title showing ;good 'marketable title in the City of Iowa
City, Iowa, free and clear of all taxes,' assessments or other
encumbrances except as hereinbefore specified. The abstracts
of title shall be at City expense and will be certified by a
qualified abstracting company to the close of business as the
closest practical'; date prior to the date of the'deed of con-
veyance. The cost of obtaining. an attorney's examination of
the abstracts for title opinion and/or thecostof obtaining
title insurance, if required, shall beat the expense of the
Redeveloper.
(e)
Delivery of PrPrope�rt�. The City will deliver the property
described in Schedule A hereof at the time set forth in Schedule
C hereof. The 'Redevelo Redeveloper agrees pay! a ,for and accept title
P 9,
of 'such property as called for in',this Agreement' and agrees to
begin development promptly on the property conveyed within the
time called for in this Agreement. Failure.by the Redeveloper
to paylfor and accept delivery of, the urban renewal ',land 'as
called for herein will result in forfeiture of the, deposits
posted,with'the City by the Redeveloper attributable to such
property, without limiting the Cit as to other remedies
9 Y,
against: the Redeveloper. Intheevent the City is unable to.
deliver the property as called for in Schedule C to the
Redeveloper, the Redeveloper shall have the option of rescinding
the: development contract only as to such parcels in default by
causing'a written notice to be served upon ',the City of the '
exercise; of such:option. ''Upon receipt by the City of this
notice,', the City shall have sixty (60) days to cure the
default,by tendering, the property covered in the notice to the
Redeveloper. If the City ,is'unable to cure the default within
the sixty (60) days as provided herein, the Redeveloper shall,
at its option, 'stand relieved of its obligation to accept the
parcel or parcels involved and the City shall, in such event,
promptly refund that portion of, the Redeveloper's deposit
attributable to such parcels to the Redeveloper. it is expressly
understood and'agreed'that the City shall have no other
liability, direct or indirect, to the Redeveloper on account
of delay or inability to deliver land to the Redeveloper as
�- ,1209
0
called for in this Agreement and the Redeveloper's remedy in
the event of default by the City in delivery of urban renewal
land is hereby specifically limited to rescinding the contract
as to such land as provided in this paragraph.
(f)Default
by Redeveloper. - In the event the Redeveloper fails to
accept a ivery of an pay for one or more parcels of property,
as called for in this Agreement, the City may, at its option,
call the entire Agreement, or the Agreement as it applies to
any part of the property, in default, serve a proper notice of
forfeiture upon the Redeveloper and terminate this Agreement
in its entirety except that forfeiture of this Agreement shall
not relieve the Redeveloper of the obligations imposed by this
Agreement as to property, already delivered to the Redeveloper.
SECTION 3., GOOD FAITH DEPOSIT
(a)
Amount., The Redeveloper has, prior to or simultaneously with
the execution of the Agreement by the City,, delivered to the.
City a good--fa4t. h-dep"At_4w a .surety bond afi-the. penal- amwit
af----------------------- -------------------- ZoAla-s,-{ten-•
:gerEeflt- -6f-tile-.iwrElldSe-fN'aC �-ail-Wh4£lrz#�e-irl-tj--ii-iie .
ebli ee.-,,-455+1ed-----------------?--------.-- la-Stlret . :.
eompai�y-regularly-eflgagas3aa�Ee;o-f-3+�e a
tolc4ngs-and-en- the- a4s-t-af-s+ifety--ce"I ries-approaed-by-t-he
UMted-States-Treasury-fest--Ieast- sveh-amott t, -or -cash,
er a certified` check satisfactory to the City in the amount of
One thousand nine hundred ($9,1100) Dollars,, herein-
after 'Deposit, as security, for the performance of the
obligations of: the Redeveloper to be performed prior to the,
return 'of theAeposit to''the Redeveloper,' or its retention by
the City ,as ,liquidated damages,'or its application on account
of the Purchase Price as the case may be, in accordancewith
the Agreement.
The Deposit, if cash or certified check, shall be deposited in
an account of the City; in a bank or trust company selected by
i'
it.
(b)
:Interest. The City shall be under noobligation to :pay or
Tarn interest on the Deposit, but if ;interest is payable
thereon such interest when received by the City shall be
promptly paid to ,the Redeveloper.
(c)'
'Retention b Cit '. Upon termination of the ,Agreement as
prove a in ecttons 703 and 704 of Part II hereof, the
Deposit or the proceeds of the Deposit, if not theretofore
returned to the Redeveloper pursuant to Paragraph (d) of this
'Section, including all interest payable to such Deposit or the
proceeds thereof; after such termination, shall be retained by
'the City Agency as provided in Sections 703 and 704 of Part 11
hereof.
11 j
�- 210
i
(d) Return to Redeveloper. Upon termination of the Agreement as
provided in Section 702 of Part Il hereof, the Deposit shall
be returned to the Redeveloper by the City as provided in
Section 702 of Part II hereof.
SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The construction of the Improvements called for in this Agreement
shall be commenced and completed in accordance with Schedule D
hereof(te-be-suom4>ted-by-Beveleper-wikh-his-prepesai).' Provided,
that if a mortgage securing money loaned to finance the Improve-
ments, or any part thereof,, is insured by the Secretary of Housing
and Urban Development, then the aforesaid completion time shall not
apply, but instead the construction of the Improvements, or any
part thereof, 'shall be completed within the time specified in the
applicable BuildingLoan' Agreement approved by the Secretary of
Housing and Urban Development.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) Time for -Submission of Preliminary Design Plans. The,Rede
eloper -sha su mit Pre iminary,Design Pans as called for in
Setion '301 of Part II of this Agreement as soon as possible
after; the time for conveyance set forth, in Schedule C, hereof,
and shall submit such plans in no'event ,'later than 30 days following
'conveyance ofproperty to redeveloper.
(b) Time for Submission of Construction Plans. The Redeveloper
shall submit construction plans as called for in Section 301
of Part II of this Agreement as soon as, possible after approval
of.,'the Preliminary Design Plans by the City Council, and ,in'no
event; later than sixty (60) days prior to the time"for start
of'construction'.called for in Schedule D hereof.
(c) Time for Submission of Corrected Plans. In the event that
Preliminary, Design; Plans or Construction Plans are rejected,by
the City, as set forth in Section 301 of Part II of this
Agreement, the Redeveloper shall submit corrected plans
within thirty Y (30) days of said 'rejection.
(d) If any hardship shall exist in complying with the foregoing`
provisions of this Section, the Redeveloper may petition to
theCity in writing for an extension of time for performance
of any part of this Section, setting forth in detail the
reasons ,for needing such extension.
SECTION 6. PERIOD OF DURATION OF COVENANT ON USE
The ,covenants' pertaining to the use of the Property, set forth in
Paragraph (a) of Section 401 of Part II hereof, shall remain in
effect from the date of the Deed until October 2, 1994, the period
specified or referred to in the Urban Renewal Plan, and shall
automatically extend ,for five year periods thereafter,' unless -
changed by the City Council.
0
SECTION 7.
NOTICES AND DEMANDS.
0
A notice, demand, or other communication under the Agreement by
eitherparty, to the other shall be sufficiently given or delivered
if it is dispatched by registered or certified mail, postage
prepaid. return receipt requested, or delivered personally, and
CORPORATE AC KNOWLEDGEMEN'r
5'I'A'rE OP Iowa
: 5 5
COUNTY OP Johnson
On this a ,? we day of�197, before me
Robert N. Downer a Notary Public, in and for the
'County, of Johnson State, of Iowa, W.A. Fotsch'
President', and W.A. Fotsch Secretary-"
:easurer, of Mod Pod, Inc. the'Corpor-
Tration
which executed the above and foregoing instrument, who being to
me known as the identical persons' who signed the foregoing instrument,
and by me duly sworn, each, for himself, did say that they are respectively
the Al .q. iseh� President, and
Secretary of of said Corporation; that (tate seo-1 aff-i�cod t�
.sail -ii rstvmcrt- -is-;Jho.-cvr1_of-.so-i�lorjwration) (Said Corporation has
it
_i
no seal)'and that said instrument was by them signed and sealed on behalf
i
of the said Corporation, by authority of its Board°of Directors, and 'each
of them acknowledged the excution of said instrument to belthe voluntary
act and deed of said Corporation, by it and each of -ahem voluntarily
executed.
IN WITNESS KIIEREOF, I have hereunto signed my name and affixed my
i
Notarial Seal the day and year last above written.
NOTAr
MAL SEAL.
Nota r Public in and for ,,) --Johnson
Y
'
County, State of Iowa
Notary Pabnc in and
M Commission expires 12,sonCount y
Y to
.My,[iprtes
, Commission
Sept 30,1979
_B-
.
®'' '1
e :
SCHEDULE A
LEGAL DESCRIPTION
i
All that certain parcel or parcels of land located in the City
of Jowa City, County of Johnson, State of Iowa, more particularly
described as follows, to wit:
s
� -
SCHEDULE Q
,PRICE OFFERED
PARCEL NO.
PRICE
102-1
$19,000
t,.
e
o
SCHEDULE C
TIME FOR CONVEYANCE
PARCEL N0.
DATE
102=1
On or before January 1, 1978
I
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II
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II
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SCHEDULE D
Improvements
on the parcel listed below will
commence and be
completed in
accordance with the following schedule:
PARCEL NO.
COMMENCE
ESTIMATED COMPLETION
102-1
Summer of 1978
Not more than one year
(no later than
after commencement
September 1, 1978)
i
1:
V.
1"
i
s IJ
,
II
,
i
,
Part Il
i
of
CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVFLOPMENf
4( i.
p, 'p
By and Between
i
MOD -POD, INC.
'
and,
The
City of Iowa City, Iowa
i
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a r
I
�® x.219
ARTICLE 1. PREPARATION 01: PROPLRi1' IOR REDI-VELOPMENi
SECTION 101. DEMOLITION AND SITE CLLAIONCE. It is agreed that the
City shall .convey and the redei%elo er shall ars apt the property set
forth in Schedule A of this agreeuent. A, IS and it is expressely
agreed that the City makes no warranty, express 01• implied, regarding
subsurface conditions and that the City shall have no liability for
any damages arising from subsurface conditions. It is further
agreed that any contracts or specifications for site demolition and
clearance which may; have been exaniined by the redeveloper were
examined for information purposes only, and that the City shall
assumeno liability ,for any defects or variance from the specifications
for work previously, completed'.
SECTION 102. EXPENSES, INCOME, AND SALVAGL. All expenses, including
current taxes; if any, :relatiiirp to buildings or other structures
demolished or to be demolished in accordance with Section 101
hereof shall be borne by, and allincomeor salvage received as a
result of the demolition of such buildings or structures -shall
belong to the City.
;� HER ACTIONS. The
SECTION 103. CITY'S RESPONSIBiLITIES,FOi. CrL kT,lh Olrc( AC 0
;Ci ty,,without expense to theRedeveloper ui essessnient or claim
restriction of traffic and
against the property, shall cause the s11
construction of public improvements on existing street rights -of-:
Way, and the construction of parking 'structures as specifically set
'City
forth in the Urban Renewal Plan. Provided, the reserves the
right ;to make future modifications to the traffic circulation
system and to the public improvements: when such 'changes 'are; deemed
necessary and'rin the public interest, and further Provided in the
event 'that, the City, after a'good faith:attempt'to do so,'is unable
to construct the parking structures due t0 an inability to issue
revenue bonds, the City shall .be without 'Iiability to the developer
or the developer's assigns.
`
(a) Installation of Public Utilities - The installation or re-
location by the City or public utility company of such sewers,
drains,';water and gas distribution lines, electric, telephone,
utiilit lines
land telegraph bines and all other public y ,
installations, and facilities as are necessary to be installed
or relocated on,`or in connection' with the Property by reason
the redevelopment contemplated by the Urban Renewal Plan
of h P
p
and the development of the. Property: Provided, that the City
shall not'be responsiblefor, nor bear any portion of the cost
of, installing the necessary utility connections within the
boundaries of; the Property between the Improvements to be,
"i
constructed onrthe Property by the Redeveloper and the water,
sanitar sewer; and'storm drain mains or other public utility
Y
'
owned by the City or an public utility company
Tines ow Y Y Y
Y
within or without such Boundaries, or electric, gas, telephone,
or other public utility lines owned by any iiublic utility
company within or without such boundaries, and the Redeveloper
^
shall secure an perinits'required for any such installation
Y
,
-without cost or expense to the ,City.
fig 220
s
,
SECTION 104,. WAIVER OF CLAIMS AND JOINING IN PLT.ITIO_NS BY R_EDEVEL01'ER.
-- The lfedeve oyer iereby waives (as the purchaser of tlw, Property
under the'Agreement and as the owner after the conveyance of the
Property provided for in the Ailreement) any and all claims to
awards of damages, if any, to comPensate for the closing, vacation,
restriction, change of restriction or chaege of grade of any
street,alley, or other public right-of-way within or fronting or
abutting on, or adjacent to, the Property which, pursuant to
Section 103 hereof, is to be closed or vacated, or the grade of
which is to be changed, and shall upon the request of the City
subscribe to, and ,join 'with, the City in any petition or proceeding
required for such vacation, dedication, change of grade, and, to
the extent necessary,'', rezoning, and execute any waiver or other
document in respect thereof.
ARTICLE II. 'r RiGHTS OF ACCESS TO PROPERTY
SECTION 201. RIGHT OF ENTRY FOR UTILITY SERVICE. The City,reserves for
itself, the City, and 'any public utility company, as may be appro-
priate, the unqualified right- to enter upon the Property at all
reasonable times for the purpose of reconstructing, maintaining,
repairing, or servicing the public utilities located within the
Property „boundary lines and provided for in the easements described
or referred to in Paragraph (a), Section 2 ofPartI hereof.
SECTION 202. REDEVELOPER'NOT TO CONSTRUCT OVER UTILITY EASEMENTS. The
Redeveloper shallnot construct any building or other structure; or
improvement on, over, or within the boundary lines of any easement
'
for public utilities described or referred to in Paragraph (a),
Section 2 o Part Thereof, unless'such construction is provided i'
q
for, in such easement or has been approved in writing by the City
Engineer, or the authorized representative of in affected public
utility.
,
SECTION 203. ACCESS TO PROPERTY. ;Prior to, the conveyance of the
roperty, by the City to the Redeveloper, the City shall permit
representatives of the Redeveloper to have access to any Property
to which the City holds title, at all reasonable timesforthe
`
purpose of obtaining data,and making various tests concerning the
Property necessary to ,'carry out the Agreement. After the con-
veyance of the Property by the City to the Recieveloper,'the Re-
developer, shall permit:employees, agents or representatives of the
City access to the Property at all reasonable times for the pur-
poses of the Agreement, including, but not: limited to, inspection
connection with the construction of
all Werk vein performed c onnect o
of. 9 P
the Improvements. No compensation shall be payable nor shall any
charge be made in any form by any party for the access provided for
in this Section.
11-2
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1.
,
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ARTICLE 111. CONSTRUCTION PLANS; CONSTRUC11ON OF
IMPROVEMENTS;CERTIFICATE OI' COMPLETION
SECTION 301. PLANS FOR CONSTRUCTION 01 IMhROVTMI:NIS. Whenever used in
tM dement the term 'pre7imin3ry design plans shall include a
site plan and preliminary plans for Improvements which clearly show
the size, location, and external appeardnce of any structures,
along with such other information as is necessary to fully deter-
mine the intentions of the redeveloper. The term construction
plans" shall mean all plans, specifications, drawings, or other
information required to be submitted for issuance of any permit
called for by applicable' codes and ordinance. 'The term "Improve-
ments", as used in this',Agreement, shall be deemed to make reference
to any buildings, structures, renovations', or other improvements,
as provided for and specified in this Agreement, preliminary design
plans, and construction plans:
The Redeveloper shall; prior to the construction of the ,Improve-
ments!called for in this Agreement, submit for approval by the -City
Council preliminary design plans, and such ':other information as is
necessary for the City Council to fully determine the intentions of
the redeveloper. Such plans shall be submitted no later than the >
time specified therefor in Paragraph (a);, Section 5, of'Part I
hereof. It is, expressly understood that the preliminary design
plans shall be submitted to review by the City's Design Review
Committee. Approval of such preliminary design plans by, the City
Council shall in no way relieve the redeveloper of the respon-
sibility for obtaining 311 required permits and],otherwise fully
complying with'all applicable state and;'local codes and ordinances.
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Following approval of preliminary design plans by the, City Council
the redeveloper shall, submit construction plans and 'other informa-
permits required b a
tion "necessary'. to obtain all. p Y PPlicable codes g
,..
and ordinances.
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The preliminary design plans, as defined herein, shall in any
event; be deemed, approved by the CJty'CounciI unless rejection
within fort 40
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' thereof, in writingsfiell be set forth by the City Y (
days; after the date of their receipt by the City Clerk. if the -
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City so rejects such preliminary design plans in whole or in part,
the Redeveloper shall submit new or corrected preliminary design°
plans which correct the defect set forth in the rejection, within
thel,time specified therefor in Paragraph C; Section 5, of Part I'
hereof. The provisions of this section relating to approval,
rejection, and resubmission of corrected preliminary design plans
herein above provided with respect to the original plains shall
continue to apply until the preliminary design plans have been
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approved by the City, Council.
All work with:respect to the Improvements to be constructed or
provided by the redeveloper on the property shall be inconformity
with the preliminary design plans as approved by the City Council.
Construction plans called for herein shall be consistent with and
logical extensions of the preliminary design plans approved by the
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City Council:', 'I
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SECTION 302. CHAS iN CONSTRUCTION PLANS. if til, Redeveloper
desires to make any cTianges_:in tFr pre? iminary design plans after
their approval by the, City Council, the Redeveloper shall 'submit
the proposed change to the City Council for its approval. Changes
in construction plans as defined herein, may be approved by the
Department of Housing and Inspection Services, provided that such
changes will not cause tile improvement to be constructed in a
manner not consistent with the preliminary design plans as approved
by Council.
SECTION 303, rCOMMENCEMENT AND COMPLETION OF CONSTRUCTION OF IMPROVEMENTS.
'yRe eve oper_agrees for ntseTf, Fs successors and assigns, an
every successor in interest to the Property, or any part thereof,
and the Deed shall contain covenants on the part of the Redeveloper
for itself and such,successors and assigns, that the Redeveloper,
and such successors,assigns, shall promptly begin and diligently
pursue to completion the redevelopment of the Property through the
the
construction of the Improvements thereon, and that such construction
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shall in any, event be',begun .within the period specified in Section
4 of Part I.hereof >and be completed within the period specified in
such Section 4. Itis intended and agreed, and the Deed shall so
expressly provide, that such agreements and covenants_ shall be
covenants running with the land and ,that they; shall, in any, event,
and without regard to technical classification or designation,
legal or otherwise, and except"only as, otherwise specifically
provided in the Agreement itself, be, to the fullest extent permitted
by, law and equity, binding for the benefit of the community and the
City and enforceable by the City against the Redeveloper and its
successors and assigns to or of the Property or: any part thereof or
p'
any interest therein.'-
SECTION. 304. PROGRESS REPORTS. Subsequent to conveyance of the Property,
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or,any part thereof, to the.Redeveloper; and until construction of
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the Improvements has been completed, as set forth in Section 305'
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hereof, the Redeveloper shall make reports, set forth the status of
Improvements', construction schedule, and such other information as
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may reasonably be requested by the City, as to the actual progress
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of the Redeveloper with respect to such construction.
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SECTION 305. 1 CERTIFICATE OF COMPLETION.
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(a) 'Within thirty (30) days; after completion of the Improvements
in..accordance with those provisions of the Agreement relating
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solely to the obligations of the Redeveloper to construct the
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improvements (including the dates for beginning and completion
'thereof), the City will furnish the Redeveloper with an appro-
priate'instrument so certifying.` Such certification by'the
SECTION 302. CHAT 1N CONSTRUCTION PLANS. if the Redeveloper
esires to ma a any c an ni the preliminary design plans after
their approval by the City Council, the Redeveloper shall submit
the proposed change to the City Council for its approval. Changes
in construction plans as definedherein, may be approved by the
Department of Housing and Inspection Services, provided that such
changes will riot cause the Improvement to be constructed in a
manner not consistent with the preliminary design plans as approved
by Council.
SECTION 303. COMMENCEMENT AND COMPLE110N OF CONSTRUCTION OF IMPROVEMENTS.
The Re eve,oper agrees for itself, its successors and assigns, 7an
every successor in interest to the Property, or any part thereof,
and the Deed.shall contain covenants on the part of the Redeveloper
for itself and such successors and assigns, that the Redeveloper;
and .such successors and assigns, shall promptly begin and diligently
pursue to, completion the redevelopment of the Property through the
construction of the Improvements thereon, and that such construction
shall in any event be begun within the period specified in Section
4 of Part I hereof and be completed within the period specified, in
such Section: 4. It is intended and agreed, and the Deed shall so
expressly, provide, that such agreements and covenants shall be
covenants` running with the land and that they'shall, in any event,
and without regard to technical classification or designation,
legal or otherwise, and except only as otherwise specifically
provided in the Agreement itself, be, to the fullest extent permitted
by law and:equity, ,binding for the benefit of 'the community and the
City and enforceable by the City against the Redeveloper and its
successorsssind assigns to or of the Property or any part thereof or,
any interest therein.
SECTION 304. PROGRESS REPORTS. Subsequent to conveyance of, the Property,
or:any part>thereof,ito the Redeveloper, and until construction of
the Improvements has been completed, as set forth in Section 305
hereof, ,the Redeveloper shall make reports, set forth the status of
Improvements, construction schedule, and such; other- information as
may reasonably be requested by the CitY as to theactual progress
of the.Redeveloper with respect to such construction.
SECTION 305., CERTIFICATE OF COMPLETION.
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a Y (Within thirty 30) days after completion of the Improvements
ovements
in accordance with those provisions of the Agreement relating
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the'obli obligations of the Redeveloper to construct the
sole 9 P
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Improvements (including the dates for beginning and completion
thereof)',,'the City will furnish the Redeveloper with an appro-
priate instrument so certifying. Such certification' by 2be
^ City shat lbe (and itshall be so provided in the Deed and in
the certificationfitself) a conclusive determination' of satis-
faction'and termination of the agreements and covenants in the
dates for the beginning and completion thereof: Provided,
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that if there is upon the Property a mortgage insured, or held
or owned, by the Federal Housing Administration and the Federal `
Housing Administration shall have determined that all buildings
constituting a part of the Improvements and covered by such
mortgage are, in fact, substantially completed in accordance
with the plans and are ready for occupancy, Lhen, in such
event, the City and the Redeveloper shall accept the deter-
mination of the Federal Housing Administration as to such
completion of the construction of the Improvements in accor-
dance with the plans, and, if the other agreements and covenants
in the Agreement obligating the Redeveloper in respect of the
construction and completion of the improvements have been
fully satisfied, the City shall forthwith issue its certifi-
cation,provided for in this Section. Such certification' and
such determination shall not constitute evidence of compliance
with or satisfaction of any obligation of the Redeveloper to
any holder of a mortgage, or any insurer of a mortgage,' securing
money, loaned to finance the Improvements, or any part thereof.
(b) With respect to such individual parts or parcels of the Property
which, if so provided in Part I hereof, the Redeveloper may
convey or lease as the Improvements to be constructed thereon
are completed', the City will also,upon proper completion,of
the Improvements relating to any such part or parcel, furnish
-- the Redeveloper with an appropriate instrument, certifying
It
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iii rovements'relatin to an such ,part or parcel"
that'suc P 9,
e-
r e
the provisions of the 'Agree-
have been made in accordance with p 9
ment. Such certification shall mean and provide (1) that any
ment.
;• party purchasing or leasing such individual part or parcel
pursuant to, the authorization herein contained shall not
?;
(because of such' purchase' or lease) incur any obligation with
respect 'to the construction
of the Improvements relating to
such part or parcel or
to, any other part or parcel`of the
Property; and (2) that neither the City nor any other party
shall thereafter have or be entitled to exercise with respect
to any such''individual'part or parcel'so sold (or, in, thecase
of lease, with respect 'to the leasehold interest) any rights
or remedies or controls that it ;may otherwise have or be
entitled tolexercise with respect to the construction of
improvements as called for herein.
(c), Each certification provided for in this Section shall be in
such form as will enable it to be recorded in the proper
office, for the recordation of deeds and other instruments
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pertaining to the Property, including the Deed. If the City
l;
shall ' refuse or fail to provide any`certification.in actor-
dance with the provisions of this Section, the City shall',
within;thirty (30) days after written request by the .Rede-
veloper, provide the Redeveloper with a written statement,
indicating in adequate detail in what respects the Redeveloper
has failed to',complete the improvements in accordance with the
provisionsofthe Agreement, or is otherwise in default, and
what measures or acts it will be necessary, in the opinion of
the 'City, for the Redeveloper to take or perform', in order to
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obtain'such certification.
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II S
ARTICLE 01 RESTRICTIONS UPON USE OF PR0RTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
and its successors and assigns, and every successor in interest to
the Property, or any part thereof, and the Deed shall contain
covenants on the part of the Redeveloper for itself, and such
successors and assigns, that the Redeveloper, and such successors
and assigns, shall:
(a) Devote the Property to, and only to and in accordance with,
the uses specified in the Urban Renewal Plan; and
(b) Not discriminate upon the basis of race, color, creed, religion,
age, disability, sex or national origin in the sale, lease, or
rental or in the use or occupancy of the Property or any
improvements erected or to be erected thereon, or any part
thereof.
(c) ,All advertising (including signs) for sale and/or rental of
the whole or any part of the Property shall include the legend,
"An OpenOccupancyBuilding" in 'type or lettering of easily
legible size and 'design. '"
The word "Project" or "Development
may be substituted for the word "Building" where circumstances
! require such substitution.
(d) Comply with the regulations issued by the Secretary
,of Housing
nt set forth in 37 F.R. 22732-3 and all
and Urban Developme
;applicable rules and orders issued thereunder which prohibit
he use of lead-based paint in residential ,structur,es under
going federally -assisted, construction or rehabilitation and
requirIb the elimination of lead-based paint hazards.
SECTION 402. COUENANTS: BINDING UPON SUCCESSORS IN INTERESTS: PERIOD OF
DURATION. t is inten a an agree an t e ee s a so expressly
provide; that the agreements and covenants provided in Section 401
hereof shall be covenants running with the land and that they
shall,
in any event, and without regard to technical classification
on designation, legal, or otherwise, and except', only as otherwise
specificallyprovided in the Agreement, be binding. to the fullest
extent permitted by law and equity, for the benefit and in favor
of, and enforceable by, the ', City, its
successo'ra��ndhereossif�sandnthe
successor in interest'to the Property, or any p
United States (in the case of the covenant provided in subdivision
(b) of Section 401 Hereof), against the Redeveloper, its successors
and `assigns 'and every successor in _interest to the Property, or any
part thereof, or any',interest therein, and any party in possession
or occupancy of the ,Property ,or any part, thereof. It is further
intended and agreed that the agreement and covenant provided in
subdivision (a of Section'401'hereof shall remain in effect for
the period of time, or until the date, specified or referred to in
Section 6 of'Part 1 hereof,(at which time such agreement and covenant
" shall terminate),and ,that the agreementsjand covenants provided in
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subdivision (b�f Section 401 hereof shall remO in effect
without limitation as to time: Provided, that such agreements and
covenants shall be binding on the Redeveloper itself, each successor
in interest to the Property, and every part thereof, and each party
in possession or occupancy, respectively, only for such period as
such successor or party shall have title to, or an interest in, or
possession or occupancy of, the Property or part thereof. The
terms "uses specified in the Urban Renewal Plan" and "land use"
referring to provisions of the Urban Renewal Plan, or similar
language, in the Agreement shall include the land and all building,
housing, and other requirements or restrictions of the Urban
Renewal Plan pertaining to such land.
SECTION 403. CITY AND UNITED STATES RIGHTS TO ENFORCE. In amplifica-
tion, and not in restrictionof, the provision of the preceding
Section, it is intended and agreed that the City and its successors
and assigns shall be deemed beneficiaries of the agreements, and
covenants provided in Section 401 hereof, and the United States
shall be deemed a beneficiary of the covenant providedinsub-
division (b) of Section 401 hereof, both for and in their or its
own right and also fon'the purposes of protecting the interests of
the community and other parties, public or private, in whose favor
or for whose favor or for whose benefit such agreements and covenants
have been provided. Such agreement and covenants shall (and the
Deed shall so`state) run in favor of the City, and the United
-States, for the entire 'period during which such agreements and
covenants shall be in force and effect, without regard to whether
time been, remains, or in
the City or the UnitedStateshas at any
anowner of any land or interest t th ereo to or in favorofwhich
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such. agreements and covenants relate. The City shall have the
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right; in the event of any breach of any such', agreement or covenant,
and the United States shall have the right in the event of any
breach of the covenant_ provided' in subdivision (b) of Section 401
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hereof, to exercise all the rights and remedies, and to maintain '
any actions or suits at law or in equity or, other proper', proceedings
to enforce the curing of such breach of agreement or covenant, to
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which it or any other beneficiaries of such agreement or covenant
1,
may be entitled.
ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS TO REDEVELOPMENT. The Redeveloper
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represents an ,agrees that its purchase ,of the Property, and its
Othe r,undertakings pursuant to the Agreement, are, and will be
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used, for the purpose of the redevelopment of the Property and not;
for speculation in land holding. The Redeveloper further recognises
that, -in view of
(a) the importance of the redevelopment of the 'Property to the
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general welfare of the community;
(b) the substantial financing and other public aids that have been
made available by law and by the Federal and local Governments
for the purpose of making such redevelopment possible; and
(c) the fact that a'transfer of the stock in the Redeveloper or of
a substantial part thereof, or any other ,act or transaction
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involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect to the
identity of the parties in control of the Redeveloper or the
degree thereof, is for practical purposes a transfer or
disposition of, the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper,, and its stock-
holders, are of particular concern to the community and the City.
The Redeveloper further recognizes that it is because of the recog-
nition Cit is entering
't that the idents
nition of .such qualifications and y Y 9
into the Agreement with the Redeveloper, and, in so doing, the City
is 'further willing to accept and rely on the obligations of the
Redeveloper for the faithful performance of all undertakings and
'covenants in the, Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF!OWNERSNIP OR CONTROL OF
REDEVELOPER. For 't e foregoing reasons, t e Red
e eve oper agrees
for'i self, and all persons holding an interest therein, their
heirs, successors and assigns that there shall be no change or
transfer of ownership or control by any person or combination of
persons owning or controlling ten (10)jpercent or more 'interest in
the Redeveloper through, sale,' assignment, merger, increased,
:capitalization or by any other means, without the express written
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approval of the City. With respect to this provision,,the Rede-
veloper and the parties' signing the Agreement on behalf of the
Redeveloper represent that they, have the':author.ity of all persons
holding interest the to agree to this provision on their behalf
and to bind them with respect thereto.
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SECTION 503. PROHIDITION AGAINST TRANSFER OF PROPERTY AND ASSIGNMENT OF
AGREEMENT. so, for t e foregoing reasons the Re eve oper represents
an ,agrees for, itself, and its"successors and assigns, that:
(a) Except only
(1) by way of security for, and only for,', (i) the purpose of
enable the Redeveloper
'nancin necessary to e P
btainin ''fi Y
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or any successor in interest to the Property, or any part
thereof, to perform its obligations with respect to
making the Improvements under the Agreement; and (ii) any
other purpose authorized by the Agreement, and
,(2) as'to any individual, parts or parcels of the Property on
which the: Improvements to be constructed thereon have
been completed, and which, by the terms of: the Agreement,
theRedeveloperis authorized to convey or lease as such
Improvements are completed,
the, Redeveloper (except,as so:authorized) has not made or created,
and 'that it: will not, prior to the proper completion of the Improve-
ments'as certified by the City, make or create, or suffer to be
Il -a
made or created; any total or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer in any other niode or
form of or with respect to the Agreement or the Property, or any
part thereof or any interest therein, or any contract or agreement
to do any of the 'same, without the prior written approval of the
City: Provided, that prior to the issuance by the City of the
certificate provided by in Section 306 hereof as to completion of
construction of the Improvements', the Redeveloper may enter into.
any agreement to.sell, lease,', or otherwise, transfer, after the
issuance of such certificate,the Property or any part thereof or
interest therein, which agreement shall not provide for payment of
or on account of the purchase price or rent for the Property, or
the part thereof, or the interest therein to be so transferred,
prior to: the issuance of such certificate.
(b) iThe City shall be entitled to require, except as otherwise
'Provided in the Agreement, as conditions to any such approval
that:
(1) Any 'proposed, trans feree shall have the qualifications and
financial responsibility, as!determined by the City,
necessary and adequate to fulfill the obligations under-
taken in the; Agreement by ,the Redeveloper (or, in the
event the transfer is of or relates to part of the
Property, such obligations to the exteht that they relate
to such part).
(2) Any proposed transferee, by instrument in writing satis-
factory to the City and in form'recordatile among the land
records, shall, for itself and its successors and assigns,
and 'expressly for the 'benefit of the City, have expressly
assumed all of the ,obligations rof the Redeveloper under G'
the Agreement and agreed to be subject to all the condi)
tions and restrictions to which the Redeveloper;is sub-
ject -(or, in :the event the:transfer is of or relates to
part of the Property; such obligations, conditions, and
restrictions:to the extent'that they relate to such
part):' Provided, that anyi instrument or agreement which 1,
purports to transfer, any interest whatsoever caused by
.this agreement without the ex
Press written approval of
the City, ,is 'null and void;
(3) There shall be submitted to the City for review'all
' instruments and other legal documents involved in effecting
'transfer; and'if approved by the City, its approval shall
be indicated to the!Redeveloper'in writing.
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(4) The consideration payable for the transfer by the trans-
feree or on its. behalf shall not exceed an amount repre-
senting the actual cost (including carrying charges)'tu
the Redeveloper of the Property (or allocable to the part
thereof or interest therein transferred) and the Improve-
ments, if any, theretofore made ,thereon ,by it; it being
the intent of this provision to, preclude assignment of
j.` the Agreement or transfer of the Property for profit
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prior Whe issuance of the certificatf completion as
set forth in Section '306 of this Agreement. The City
shall be entitled to 'increase the Purchase Price to the
Redeveloper by the amount that the consideration payable
for the assignments or transfer is in excess of the
amount that may be authorized pursuant to this sub-
division (4), and such consideration shall, to the extent
or
ized belong uth 9
itis in excess of the amount so authorized,
and forthwith be paid to the City.
(5) The Redeveloper and its transferee shall comply with such
other conditions as the City may find desirable in order
to' achieve and safeguard the purposes of the Urban
Renewal Act and the: Urban Renewal Plan.
Provided, that in the absence of specific written agreement by the
City to the contrary, no such transfer or approval by the City
thereof shall be deemed to relieve the Redeveloper, or any other
party bound in any way by the Agreement or otherwise with respect
to the construction of the Improvements, from any of its obli-
gations with',respect thereto.
SECTION 504. INFORI4ATION AS TO HOLDERS OF INTEREST IN REDEVELOPER• Article,11,
order to assist in the effectuation of L e purposes
of tis
V and the statutory objectives generally, the Redeveloperagrees
that during P
" urin ,the' period between execution of the',Agreement,and
,
f-the,Improvements as certified by the City,
'
completion o
(a) `the Redeveloper will promptly notify the City of any and all
changes whatsoever in the ownership or control of interest,
Tegal or beneficial, or of any other act or transaction
., involving or resulting in, any change in the ownership of such
interest or in the relative distribution thereof, or with
respect to the identity of the parties in control of, the
Redeveloper or the degree thereof, of which it or any of its
officers have been notified or otherwise have knowledge or
information; and
(b) Lthe Redeveloper shall at such time or times as the City may
request, furnish the City with a complete statement,; sub-
' scribed and sworn to
by the President or other executive
officer'of the Redeveloper, setting forth all of the holders
of interest in the Redeveloper; and the extent of their re
spective holdings, and in the event any other parties have a
beneficial interest in such holdings their names and the
extent'of such interest, all as determined or indicated by the
records of the Redeveloper, any; specific inquiry made by any'
such officer, of `611 parties who on the basis of all such
records; own ten (10) percent or more of the interest in the
Redeveloper, and by such other -knowledge or information as
such officer shall have. Such lists, data, and information'
shall in any event be furnished the City', immediately prior to
the delivery of the Deed to the Redeveloper and as a condition
precedent thereto, and annually thereafter on the anniversary
of: the date of the Deed until the A ssuance of a certificate of
completion of all the Property.
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ARTICLE VI. 'MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
SECTION 601. LIMITATION UPON ENCUMBRANCE OF PROPERTY. Prior to the
completion of t e improvements, as certiie�—by the City, neither
the Redeveloper nor any successor in interest to the Property or
any part thereof shall engage in any financing or any other trans-
action creating any mortgage or other encumbrance or lien upon the
Property, whether by express agreement or operation of law, or
suffer any encumbrance or lien to be made on or attach to the
Property, except for the purposes of obtaining
(a) Ifunds only to the extent necessary for making the Improvements,
and
(b) ;such additional funds, if any, in an amount not to exceed the
Purchase Price paid by the Redeveloper to the City.
The Redeveloper (or successor in interest) shall notify the City in
advance of any ,financing, ;secured ,by mortgage or other similar lien
instrument, it proposes to enter into with respect to the Property,
or any part thereof, and in, any event it shall promptly!notify`.the
City of any encumbrance or lien that has been created on or attached
to the Property, whether by voluntary act of the Redeveloper or
otherwise. For the purposes of such 'mortgage financing as maybe
made';pursuant to the Agreement, the. Propertv may, at the option of
the Redeveloper (or successor: in interest), be divided into several
parts or parcels, provided that such:subdivision, in the opinion of
the;City, is not inconsistent,with the purposes'of the Urban Renewal
plan and the; Agreement and is:, approved in writing by the City.
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SECTION 602. MORTGAGEE NOT OBLIGATED TO CONSTRUCT. ':Notwithstanding any
—die provisions of t e greemenC; Inc u Ing but not limited to
those which are or are 'intended to :be covenants running with, the
z '
land, the holder of anymortgage authorized b y the Agreement includ-
u. ing'Any such holder who obtains title to the Property, or any part
thereof as a result of<foreclosure 'proceedings, or action in lieu
thereof, but not including (a)', any ;other party, who thereafter
obtains title to the Property or such: part from or :through such
holder, or-(b)any other purchaser at foreclosure sale '.other ,than
the holder 'of,the mortgage itself) shall in no wise be obligated by
the provisions of the Agreement to :construct or complete the Improve-
ments or to guarantee such construction or completion;.nor shall'
any.,covenant',or any other provision W the Deed be construed to so
obligate such holder:'. Provided, that nothing in this Section; or
any,other Section or provision of the Agreement shall be deemed or
04
construed to permit or authorize, any such holder to devote the
a
to construct n
an art thereof to an uses or Y
rt or ,
Property Y
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improvements' thereon, other than those Uses or improvements provided
or permitted in the Urban Renewal Plan and in the Agreement.
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all,23�
,SECTION GO_3. COPY 0- NOTICE OF DEFAULT 10 MORTGAGE •Whenever the City
_____._-f' ._.___.d Lo
s�iall del_i-ver any_notice or.demanLhe Redevelolser with respect
to any breach or default by the Redeveloper in its obligations or
covenants under the /Agreement, the City shall it the same time
forward a copy of such notice or Demand to each holder of any
mortgage authorized by the Agreement at the last address of such
holder shown in the records of the City.
SECTION 604. MORTGAGEE'S OPTION TO CURE DEFAULTS. After any breach or
default reterred to in Section 603 hereof,each such holder shall
(insofar as the rights of the City are concerned) have the, right,,
at its ,'option, to cure or remedy such breach or default (or such
breach or default to the extent that it relates to the part of the
Property covered by its mortgage) and to add the cost thereof to
the mortgage debt and the lien of its mortgage: Provided, that if
the breach or default is with respect to constructipn of the
Improvements, nothing contained in this Section or any other
Section of the Agreement shall be deemed to permit or authorize
such holder, either before or after foreclosure or action in lieu
thereof, to undertake or continue the construction or completion
the Improvements (beyond the extent necessary to conserve or protect
Improvements or construction already made) without first having
expressly assumed the obligation to the City, by written agreement
satisfactory to theiC;ity, to complete, in the manner provided in
the Agreement, the Improvements on the Property or the part thereof
to which the lien or title of ;such holder relates. Any such holder
who shall properly complete the Improvements relating, to the
Property or applicable part thereof shall be entitled, 1, upon written
request made to the City,,to a certification or: certifications by.
the City to such effect in the manner provided in Section 305 of
the Agreement, and any such certification shall, if so requested by
such holder mean and provide that any remedies or rights with
' respect to recapture of or reversion or revesting of title to the
Property that the City shall have or be entitled to because of
i
, P
Y
^. failure of the Redeveloper or any successor in,interest lto the
Property, or any part' thereof, to cure or: remedy any default with
respect to the construction of the Improvements on other parts or
parcels of the Property, or; 'became of any other default in or
breach of the'; Agreement byithe Redeveloper or such successor, shall
not apply to'the part or parcel of the Property to which such
certification relates.
SECTION 605. CITY.'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE PROPERTY.
In any case,ueni to default or breachy the Rede
where, su seq
Agreement, the holder
interest under the A ,
velo er or successor in ) g
P (
of any mortgage on the ,Property ,or part thereof
(a) has, but does not exercise, the option to construct or complete
the Improvements!relating to the Property or part thereof
covered by its mortgage or to which it has obtained title, and
such failure continues for a period of sixty (60) days after
the holder has been notified or informed 'of'the 'default or
breach; or
®-12;Z32
(b) undertakes onstruction or completion of tImprovements but
does not complete such construction within the period as
agreed upon by the City and such holder (which period shall in
any event be at least as long as the periodprescribed for
such construction or completion in the Agreement), and such
default shall not have been cured within sixty (60) days after
written demand by the City so to do,
the City shall (and every mortgage instrument made prior to comple-
tion of the Improvements with respect to the Property by the Re-
developer or successor in interest shall so provide) have the
option of paying to the holder the amount of the mortgage debt and
securing an assignment of the mortgage and the debt secured thereby,
or, in the event ownership of the Property (or part thereof) has
Vested in such holder by way of foreclosure or action in lieu
thereof, the City ,shall be entitled, at its option, to a conveyance
to it of the Property or'part thereof (as the case may be) upon
payment to such holder of an amount equal to the sum of: (i) the
mortgage debt at the time of foreclosure or action in lieu thereof
(less all appropriate credits, including those resulting from
collection and application of rentals and other income received
during foreclosure proceedings); (ii) all expenses with respect to
the foreclosure; (iii) the net expense, if any (exclusive of general
overhead), incurred by such holder in and as a direct result of the
subsequent management of the Property;`(iv) the costs of any Improve-
ments made, by such'holder; and (v) an amount equivalent to the
interest that would have accrued on the aggregate of such amounts
had all suchamounts become pert of the mortgage debt and such debt
had continued in existence.
SECTION 606. CITY'S OPTION TO CURE MORTGAGE DEFAULT. In the 'event of a
,.,
default or breach prior to the completion of the Improvements by
the Redeveloper, or any successor in interest, in or.of any of its
obliqations under,,and to the holder of, anyrmoitgage or other
instrument creating an encumbrance or lien upon the Property or
part,thereof, the City may at its option cure such default or
breach, in which cases the 'City shall be entitled, in addition, to
and without limitation upon any other rights or remedies to which
it shall be entitled by the Agreement„ operation of law, or other-
wise�,to reimbursement from the Redeveloper or successor in interest
of all costs and expenses' incurred by the City in curing such
Property the on
default or breach ,and to a',lien upon P Y (or the Part
thereof to which the mortgage, encumbrance, or lien relates) for
such reimbursement: Provided, that any such lien shall be subject
alwa s to the lien'of inc u in9 any lien contemplated, because of
Y�
advances yet to be made, by) any then existing mortgages on the
Property authorized` by the Agreement.
SECTION 607. MORTGAGE AND HOLDER: For the purposes of the Agreement:
The term "mortgage" shall include a deed of trust or other instrument
creating an encumbrance or lien upon the Property,, or any part'
thereof,', as security for a loan. The term "holder" in reference to
a mortgage shall include an! insurer or guarantor of any obligation
I
J
condition 'seed including,
or by such mortgage or deed ot.ust,
but not limited to, the Federal Housing Commissioner, the Admin-
istrator of Veterans Affairs, and any successor in office of either
such official".
ARTICLE_ V11. REMEDIES
SECTION 701. IN GENERAL. 'Except as otherwise provided in the Agree-
ment, in the event of any default in or breach of the Agreement, or
any of its terms or conditions,by either party hereto, or any
successor to such party, such party (or successor) shall, upon
written notice from the other, proceed immediately to cure or
remedy such default or breach, and, in any event, within sixty (60)
days, after receipt of such notice.' Incase such action is not
i
taken or not diligently.pursued, or the default or breach shall not
i
cured or remedied within a reasonable time, the -
` be aggrieved party
may institute such proceedings as may be necessary or desirable in
its opinion to cure and remedy, such default or breach, including,
but not limited to, proceedings,,, to compel specific performance by',
the party in default or breach of its obligations.
SECTION 702. TERMINATION BY REDEVELOPER PRIOR TO CONVEYANCE. In the
event:that the City does; not tender conveyance of the Property, or
possession thereof, in, the manner and condition, and by the date,'
provided in this Agreement, and ;any such failure' shall, not be cured
within sixty (60) days' after the date of written demand by the
Redeveloper, and the City is unable to demonstrate, to the rea-
sonable satisfaction of the Redeveloper that the defects, cloud,, or
other deficiencies in or on title involved, orthe part of the
property to which it relates, is of such nature that the Rede-
veloper will not be hampered or'delayed in the construction of the
improvements` by taking', title and possession subject to such defects,
the City will 'refund to the Developer, any good faith deposit tendered
a,
by the Redeveloper for such property or the portion of said good
faith ,deposit :reasonable allocable to the portion of the, property
not conveyed and ithis ;agreement with respect to the property not
y `shall be` terminated,' provided, it is hereby expressly
`
,,conveyed
agreed that in the event this agreement is; terminated pursuant to
this Section each party to this agreement shall be solely responsible
:.
r 19 Y it and shall have no
for all expenses'incurred or obligated b
claim against the other party.
SECTION 703. TERMINATION BY CITY PRIOR TO CONVEYANCE. In the event
that prior to; conveyance of the Property to the Redeveloper, the
,.
Redeveloper is in violation of Section 502 of Part iI of, this
Agreement or the Redeveloper, does not pay the Purchase Price and
take title to the Property upon tender of conveyance by the City
pursuant to this, Agreement, or the Redeveloper fails to cure any
li
default or failure, within thirty (30) days from the date of written
demand by the City, then this Agreement, and any rights of the
Redeveloper, or any assignee or transferee, in this Agreement, or
arising therefrom with respect to the City or the Property, shall,
at the option of the City, be terminated by the City, in which
event, as provided in Paragraph C, Section 3 of Part I hereof, the
I I
Deposit or any portion thereof may be retained by the City as
liquidated damages and as its property without any deduction,
offset, or recoupment whatsoever, and neither the Redeveloper (or
assignee or transferee) nor the City shall have any further rights
against or liabilityunder this Agreement to the other in respect
to the property or part thereof for which the ,deposit has been
retained.
SECTION 704. :REVESTING TITLE IN CITY SUDSE UENT TO CONVEYANCE TO REDEVELOPER.
in the event t at su)sequent to conveyance of t e Property or any
part 'thereof to the Redeveloper and prior to completion of the
Improvements as certified by the City
(a) the Redeveloper, does not, submit plans as required by the ;
Agreement in satisfactory form and in the manner and by the
dates respectively provided in this Agreement; or
(b) the Redeveloper (or successor in interest); shall default in or
violate its obligations!, with respect to the construction of
the Improvements'(includi,ng the, nature and the dates of for
the beginning and completion thereof), or shall abandon or
substantially suspend construction work, and any such default,
violation, abandonment, or suspension shall not be cured,
-: ended, or remedied within ninety (90) days after written
demand by the City; or
(c) the Redeveloper (or successor in interest)' shall fail to pay
real estate taxes or assessments on the Property or any part'
thereof when due, or shall place thereon any encumbrance or
lien unauthorized by the,Agreement, or shall suffer any levy
or attachment to be made,'or any,materialmen's or mechanics'
lien, or any other unauthorized encumbrance or lien to attach,
and such; taxes or assessments'.shall not have beenpaid, or 'the
encumbrance or lien removed or discharged or provision satis-
factory to the City made for such payment, lremoval ,,or discharge,
i
within ninety'(90) days after written demand by the City; or
(d) the Redeveloper violates the provision of Section 502 of part
II of this Agreement reement-and-such violation shall not be cured
demand'.b C to the
'within sixty (60) days after written y the City
Redeveloper,
then the City shall have the right tW re-enter and take' possession
:of the Property and all Improvements located thereon and to terminate
t in the Cit property conveyed,'by the Deed'.to the
(and revesy) the F P Y
Redeveloper, it being the intent of'this "provision, together with
other provisions of the Agreement, that the conveyance of the
Property to the.Redeveloper,shall be made upon, and that the Deed
shall ',Lcontain, ,a condition subsequent to the effect that in the
event of any default, failure, violation, or other action or inaction
by the Redeveloper specified in subdivisions (a), (b), (c) and (d)
of this Section 704,' failure 'on the part of the Redeveloper to
reniedy,'end, 'or abrogate such default, failure, violation, or other
action or inaction, within,the period and in the manner stated in
such ,'subdivisions, the City at its option may declare a termination
in favor of the City',of the title, and of all the rights and interests
in and to the Property conveyed by the Deed to the Redeveloper and
X115 2;;5
r..
Improvements constructed thereon, and that such title and all
rights and interests of the Redeveloper,and any assigns or suc-
cessors in interest to and in the Property and any improvements
constructed thereon, shall revert to the City: Provided, that such
condition subsequent and any revesting of title as a result thereof
in the City'
(1) shall always be subject to and limited by, and shall not
defeat, render invalid, or limit in any way, (i) the lien of
any mortgage authorized by the Agreement, and (ii) any rights
or interests provided in the Agreement for the protection of
the holders of such mortgages; and
(2) shall not apply to individual parts or parcels of the Property
(or,,Brest on "which the Improvements
the case of parts or parcels leased, the leasehold
' to be constructed thereon
int )
have been completed in accordance with the Agreement and for
which'a certificate of completion is issued therefor as
provided in Section 305 hereof:
In addition to and without in any way limiting the City's
right to re-entry as provided for in this Section, the Cityr
shall have the right to retain the Deposit or any portion
thereof, as provided in Paragraph C, Section 3''of Part I
hereof; without any deduction, offset or recoupment what-
soever, in the event of a'default, violation or failure of the
Redeveloper as specified in this Section.
SECTION 705. RESALE OF REAC WIRED PROPERTY; DISPOSITION OF PROCEEDS!
Upon the revesting in't e City of tit Teto the Property; and any',
Improvements thereon, or any part thereof as provided in Section
704, the City shall, pursuant to its responsibilities under State
law; use its best efforts to resell, the Property or part thereof
(subject to such mortgage liens andrleasehold interests as in
Section 704 set forth and provided) as soon and in such manner, as
the ,City shall find feasible and consistent with the objective of
making or completing the Improvements or such other Amprovements in
their stead as shalt be satisfactory to the City and in accordance
with the 'uses specified for such Property or part thereof in the
rt the proceeds
.Urban Renewal. Plan. Upon such resale of the Prope y, p
thereof shall be applied:
;i (a) First, to reimburse the City, on its own behalf, for all costs
and expenses incurred by ,the City, including but not limited
to salaries of personnel, in connection with the recapture,
management, and resale of the Property or part thereof (but
less any income derived by the City from the Property or part
•
� thereof. in connection with such'. management), all taxes,,
t and water_an
d sewer charges with respect to the
smen s
asses 9
ert Pro
the is
P
� Pro erty or part thereof (or, in the event P Y
.
exempt, from taxation or assessment or such charges during the
period of, ownership thereof by the City, the amount, if paid,
equal to such ,taxes ,lassessments, or charges (as determined by
would have' been a able if the
the City
assessingofficial) as P Y
sting
of titleProPe Y or artthereof at the time of reve
i
i
016 z�:i
thereto in the City or to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to
obligations,_ defaults, or acts of the Redeveloper, its :successors
or transferees; any expenditures made or obligations incurred
with respect to the making or completion or removal of the
Improvements or any part thereof on the Property or part
thereof; and any amounts otherwise owing the City by the
Redeveloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, its successor or trans-
feree, up to the amount amount equal to (1) the sum of the
purchase price paid by it for the Property (or allocable to
the part thereof) and the cash actually invested by it in
making any of the Improvementson the Property or part thereof,
unless (2) any gains or income withdrawn or made by it :from
the Agreement or the.Property.
Any balance remiining.after such reimbursements shall be retained
by the City as its property.
SECTION 706. OTHER RIGHTS AND REMEDIES OF CITY; NO WAIVER BY DELAY.
The City s a have .t a right to institute,suc actions or proceed-
ings as it may deem desirable for effectuating the purposes of this
Article VII; including also the right to execute and record or file
among the public land Yecords':in the office in which the Deed is
recorded a written declaration of the termination of all the right,
the Redeve
to er and (except for such
interest P
title, and 1n P
individual parts or, parcels uP on;which construction.,of that part of
_
theflmprovements required to be constructed thereon has been
completed, in accordance with!,lthe Agreement, and for which a certi
ficate of,completion as provided in;,Section '305 hereof is to be
It and leasehold interests '.
ens delivered, and subject to such mortgage
and
1
ti n 704 hereof lits successors in ',interest
as rovided,,in'Sec o ).
P
to in -the
�• revesting of title ,there
'n'thePro Property, and, rev
assigns, 1 P Y� 9
Ci;ty:, Provided, that any delay by,the City in :instituting or -
prosecuttng any such actions or proceedings or otherwise asserting
itsJrights under this Article VII shall not operate as a waiver of
such rights or to' deprive itlof orllimit such: rights in any way (it:
being the intent of this provision that the City should not be
constrained (so as to avoid the risk of being deprived of or
limited in, the exercise of the remedy provided in this 'Section
because of concepts of waiver, laches, estoppel, or otherwise) to
• exercise, such remedy at'a time when it may,lstill hope otherwise to
resolve the problems created by the default involved); nor shall'
any, waiver in fact made by the City with respect to any specific
default by the Redeveloper' under this Section be considered orl
treated as a waiver of the ,rights :of the City with respect to any
other defaults by the Redeveloper under this Section or with
respect to the particular default except to the extent specifically
waived in writing.
( 2.37
r1
11-1 7
SECTION 707. IMPOSSIBILITY OF PERFORMANCE BY CITY PRIOR TO CONVEYANCE OF
PROPERTY. 'Should at any time prior to the conveyance of title to
any ihPro jiertyunder 'this /Agreement, the City of Iowa City, low,' be
enjoined from such conveyance or prevented from so doing by any
order or decision or ect of any judicial, legislative or executive
body havingauthority in the premises, the City at its option may
terminate this Agreement and any obligations incurred by either
party shall cease. In the event of such termination, the City
shall not be responsible for any damages, expenses or costs incurred
by the Redeveloper by reason of such termination. It is further
agreed and understood that the City shall have no liability for
'to
failure to deliver title to such Property or any part thereof
the Redeveloper after making a good faith attempt to do so.
SECTION 708. ENFORCED DELAY IN PERFORMANCE FOR CAUSE BEYOND CONTROL OF
PARTY. For the purposes of any of the provisions of the Agreement,
neither the City nor the Redeveloper; as the case may be, nor any
successor in interest, shall be considered in breach of, or default
in 'its obligations with respect to this Agreement in the event of
enforced delay in the performance of''such ,obligations due to unfore-
seeable causes beyond its control and without, its fault or negligence,
including, but not'restricted,to> acts of God, acts of the public,
enemy, acts of the other party, fires,, floods, epidemics, quarantine ine
restrictions, strikes, and usually severe weather or delays of
subcontractors due.to such causes; it being the purpose and intent
of this provision that in the event of .the occurrence of any such
enforced delay, the time or times for performance of the obligations
of'the City or of the Redeveloper under this Agreement, as the case
may be, shall be,extended for the period of the enforcedidelay as`
determined by the City: Provided, That the party seeking the
benefit of the provisions o Section shall, within ;ten (10)
,this
days after the beginning of,any such enforced delay, have first
notified the other)P arty thereof in writing, and of the cause or
causes thereof, and requested an extension for the period of the
enforced delay.
SECTION 709. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies'
of, the parties to the Agreement, whet er.provided by; law or by the
Y Part y
Agreement, shall be cumulative, and the exercise b either of
any',one or, more of such remedies shall not preclude the exercise !by
it, at the same or`different times, of any other such remedies for
the same default or breach or' of any, of its, remedies for any other
-..
default or breach by the other party.:' No waiver made by, either''
such party', with respect to' the performance,, or manner or time
'
thereof, or any obligation of the other party or any condition to
its own obligation under the,Agreement shall be considered a waiver
;.
of any rights of the party; making the waiver with respect to the
particular obligation of the other party or condition to its own
obligation beyond those expressly waived in writing and to the
- extent thereof, or'a waiver in any respect in regard to any other
rights of the party, making the waiver or any other obligations of
the other party.
a`
I1-18
"ION 710. -PARTY IN POSITION Or SURETY WITH RESPECT TO OBLIGATIONS.
The Re eve oper,.for ttse an its successors an assigns, and
al'I other persons who are or who shall become, whether by express
or implied assumption or otherwise, liable upon or subject to any
obligation or burden under the Agreement, hereby waives, to the
fullest extent permitted by law and equity, any and all claims or
defenses otherwise available on the 'ground of its (or their) being
or 'having become a person in the position of a surety, whether
real, personal, or otherwise or whether by agreement or operation
of 'law, including, without limitation on the generality of the
'
foregoing,'any and all claims and defenses based upon extension of
time, indulgence, or modification of terms of contract.
ARTICLE VIiI. MISCELLANEOUS
SECTION 801. CONFLICT OF INTERESTS; CITY REPRESENTATIVES NOT INDIVID
SLY 6 . o member, o icta , or emp oyee OT the LILY,Shall
ave any personal interest as defined in Chapter 403, Code of Iowa
1977; direct or indirect, in the Agreement, nor shall'iny such
member,,offical, or employee participate in any decision relating
to; the Agreement which affects his personal interests,.or the
in of;any corporation, partnership, or association in which
he is; directly or indirectly, interested. No member; official, or
employee of the City shall be personally liable to the Redeveloper,
or any successor in interest, in the event of any default or breach
by the City or for, any amount which may; become due to the Rede-
veloper or successor, or, on any obligations under the terms of the
Agreement.
"SECTION
802. EQUAL EMPLOYMENT OPPPORTUNITY.!The Redeveloper, for
itself,a�n :its successors an assigns, agrees that during the
construction of the Improvements provided for in the Agreement:
(a) ,The Redeveloper will not discriminatelagainst any ,employee or
applicant for employment because of race, color, religion,
sex, disability, sexual orientation, marital status, or
-i
national origin. The Redeveloper will take affirmative action
`
to insure that,appTicants are ',employed, 'and that employees; are
`
treated during employment, without regard to their',race,
color, religion, sex, disability, sexual orientation, marital
status, ;sex, or national origin. Such action shall include,'
but not be limited to, the following: ` employment, upgrading,
demotion, or transfer; recruitment or recruitment advertising;
-,layoff or termination; rates of pay or other forms of compen-
sat1on; 'and selection for training, including apprenticeship.
The Redeveloper agrees to, post in conspicuous places, available
to employees and applicants for employment, notices to be
provided by the City setting'. forth the provisions of this
nondiscrimination clause.
(h) The Redeveloper will, in all solicitations or advertisement,
for employees placed bl on behalf of the Redeveloper, state
that the Redeveloper is; an equal opportunity employer.
®' 239
I I-19
A
(c)
The Redeveloper will send to each labor union or representative
of workers with which the Redeveloper has a collective bargaining
agreement or other contract or understandinn, a notice, to, be
provided, advising the labor union or workers' representative
of the Redeveloper's commitments under Section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and
applicants for employment:
(d)
The Redeveloper will comply with all provisions of Executive
Order 11246 of September 24, 1965, and of the rules, regulations,
and relevant orders of the Secretary of Labor.
(e)
The Redeveloper will furnish all information and reports
required by Executive Order 11246 of September 24, 1965, and
by the rules, regulations, and orders of the Secretary of
Labororthe Secretary of Housing and Urban Development pursuant
thereto, and will permit access to the Redeveloper's books,
records, and accounts by the City, the Secretary of Labor for
purposes in investigation to ascertain compliance with such '
rules,: regulations, and orders.
(f)
In the event of the Redeveloper's noncompliance with the non-
discrimination clauses of this Section, or with any of the
may reement
said rules, regulations, or orders, the.A g Y be
canceled; terminated, or suspended inwholeor inpart and ;the
Redeveloper may be declared ineligible for further Government
contracts or federally assisted -construction contracts in
accordance with procedures authorized in Executive Order:11246
of September 24, 1965, and such lother sanctions may be imposed
" and remedies invoked as'provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the
Secretary of Labor, or as otherwise provided by law:
O
9
The Redeveloper w ill include the provisions of Paragraphs (a)
everYcontrac
ton purchase this Section in
inclusion of these provisions in
telt
order,';and'will require h
every subcontract entered into, by any of its contractors,
+
unless exempted by rules,, regulations, or orders of the Secretary
of Labor issued pursuant 24 of Executive Order to Section 0 '
11246 of September 24, 1965, so'that such provisions will be
binding upon each such contractor, subcontractor,or vendor;
,~
as the case'; may be. The Redeveloper will take such action
with respect to any construction contract, subcontract, or
purchase order as the City or the Department of Housing and
UrbanDevelopment may direct as'a means of enforcing such
provisions, including,sanctions for noncompliance: Provided,
involved-
however, That in,lthe event the Redeveloper becomes
inoir is threatened with, litigation with a subcontractor or
vendor as a result of'such direction by the City or the Depart-
ment of Housing and Urban Development, the Redeveloper may
`
request the United States to enter into such litigation to
protect the interests of the United States.
240
11 20
SECTION 003. 'PROVISIONS NOT MERGED WITH DEED. None of the provisions
7t a greement are intended —to or shall be merged by reason of
any deed transferring title to the Property from the City to the
Redeveloper or any successor in interest, and any such deed shall
not be 'deemed to affect or impair the provisions and covenants of
the Agreement.
i
SECTION 804. TITLES OF ARTICLES AND SECTIONS. Any titles of the several
---------Articles, an Sections of the Agreement are inserted for
parts,
convenience of reference only and shall be disregarded in construing
or interpreting any of its provisions.
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11-21
1
ar'NO�eml�er, 22, 191
i�-
RESOLUTION NO. 77- '/` S l
RESOLUTION AUTHORIZING THE SALE OF URBAN RENEWAL PROPERTY
WHEREAS, the City of Iowa City, Iowa, has under date September 2, 1970, entered
into a contract for loan and grant with the United States of America; and,
WHEREAS,', the City of Iowa City, Iowa, has undertaken pursuant to said contract
an Urban RenewalProject known, as the City -University Project I, Project Number
Iowa R44; and,
WHEREAS, :the City of Iowa City, Iowa, has received an entitlement of funds
pursuant to the Housing and Community Development Act of 1974; and,
WHEREAS,, the City: of Iowa City, Iowa, has pursuant to the provisions of Title•24,
Part 570, Section 570.801(c) of the Code of Federal Regulations, transferred
Community Development Block Grant funds to said Urban Renewal Project, and transferred
control of, certain real, property acquired in carryingoutsaid Urban Renewal Project
to the City Council of the City of Iowa City from the City Council acting as LPA, by
!Resolution,Number 76-446, dated December 14, 1976, and by Resolution Number 77-312,
dated August 9; 1977; and,
WHEREAS, the City'Council of Iowa City, Iowa, caused to be issued a solicitation
of Offers to Purchase Land for Private Redevelopment; and,
WHEREAS, Offers to Purchase Land for Private Redevelopment were received and,
opened by the City of'lowa City`on September 15; 1977; and,
WHEREAS, fhe City _Council of the City of Iowa City is now desireous of selling
disposition Parcelsj107-3,4to First Federal Savings and aLo an Association a coroorat bn
NOW, THEREFORE, BE IT RESOLVED BY THE CITYICOUNCIL' OF IOWA CITY, IOWA, that
pursuant to the authority granted by Section 403 of the 1977 Code'of Iowa and
Section 570.801(c) of Part 570,ITitle 24, Code of Federal Regulations, the Mayor
and. City Clerk are hereby authorized and',directed to execute, on behalf of the City
'' of `Iowa City, a contract forlSale of Land for Private Redevelopment by and between
First Federal Savings and Loan Association ,
and the City of Iowa"City, Iowa, a copy of which contract is:attached hereto and
incorporated herein,,such land to be sold to 'First Federal Savings and Loan
Association Disposition Parcels 102-3,4 as more
particularly described in said contract. Upon execution of the contract by the
City and ',First Federal Savings and Loan Association
for said propertyand
the City Manager is authorized and directed to prepare a deed
corporation
deliver 'the ':deed to First Federal Savings and Loan Association a
upon receipt of payment for said property.
It was moved band seconded
that the Resolution as read be adopted and upon roll call there.were:
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Part'I
of
CONTRACT FOR
l
SALE OF LAND; FOR PRIVATE REDEVELOPMENT
By and Between
r,
First Federal Savings and Loan
"
Association of Iowa city
d
and
T
ul,
,
,a-
The,City of Iowa City, .Iowa
t.
i
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CONTRACT FOR
SALE OF LAND FOR PRIVATE REDEVELOPMENT
AGREEMENT, consisting of this Part I and Part II annexed hereto and
made:a part hereof (which Part land Part II are together hereinafter
called "Agreement"), made on or as of the- < day of
ems„ 19 Y7 , by and between the City of Iowa
City, Iowa, a public body corporate (which, together with any successor
public body or officer hereafter designated by or pursuant to law, is
hereinafter called the "City")established pursuant to the statutes of
the State of Iowa pertaining to Municipalities, Cities, Towns, and
particularly Chapter 403 of the Code of Iowa as amended (hereinafter
called "Urban Renewal Act")' and having its office at the Civic Center in
the City of Iowa City, State of Iowa, and First Federal Savings $ Loan Assoc. of
a corporation organized 'an existing, under t e aws of Iowa City
the United States of AmerEThereinafter called "Redeveloper") and
having an office for the transaction of business at 103 East College Street;
in the City of Iowa City County of 'Johnson
i
and State of,�owa WITNESSETH:
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 slum and blighted areas in the City, and in this;
connection is engaged in carrying out an urban renewal project (herein-
" (hereinafter called the "Project
'.after called "Project") to an area hereto
Area");located in the City; and
WHEREAS, as of the date of this Agreement there :has been prepared',
and approved by the City an urban renewal Plan for the Project, con-
sisting of ("The Urban Renewal Plan, dated;ISeptember 3, 1969,Iby Resolu-
tion No. 2157, as amended' from time to time and as it may hereafterbe
further amended' pursuant' to law,`;'and as sol' constituted, is unless other-
wise indicated by the context, hereinafter, called "Urban Renewal Plan"),
and
WHEREAS, a copy of the Urban Renewal Plan as constituted on the
date of'the',Agreement has been recorded among the land records for the
d " namely,'in the'Offt
Office of
"'n which the Project
place, t JectArea is situate
the 'Johnson County Recorder', in Book 490 at, page 408,,and has been filed
in the Office of the Clerk of the City located at the Civic Center in
the City; and
WHEREAS, in order to enable.,the City to 'achieve the objectives of,
the Urban Renewal, Plan and particularly to make the land in the Project
Area available for redevelopment by private enterprise for redevelopment
in accordance with the Urban Renewal Plan, both the Federal' Government
and the Cityhave undertaken to provide and have provided substantial
aid and assistance through a Contract for Loan and Capital Grant dated
September '2,'1970, in the case of the Federal Government; and
WHEREAS,'pursuant to Chapter 403, Code of Iowa as amended, the City
has offered to sell and the Redeveloper is willing to purchase certain
real property located in the Project Area and more particularly described
®� -1245
in Schedule A annexed hereto and made a part hereof (which property as
so described is hereinafter called "Property") and to redevelop the
Property for and in accordance with the uses specified in the Urban
Renewal: Plan and in accordance with the Agreement; and
WHEREAS, the City believes that the redevelopment of the Property
pursuant to the Agreement, and the fulfillment generally of the Agree-
ment, are in the vital and best interests of the City and the health,
safety,morals,, and welfare of its residents, and in accord with the
public purposes and provisions of the applicable Federal, State, and
local laws and requirements under which the Project has been undertaken;
and
WHEREAS, the City has acquired title to certain property described
in'Schedule Alhereof:
NOW, THEREFORE, in consideration of the premises and the mutual'
Obligations of the parties hereto, each of them does hereby covenant and
agree with the 'other as follows:
P'
SECTION 1. SALE: 'PURCHASE PRICE
Subject to al ithe terms, covenants, and conditions of the Agree-
ment, the
gree-ment,ithe City will'sell the property described in Schedule A
hereof to the Redeveloper:for, and the; Redeveloper will purchase
the property, from the City and pay therefore, the amounts set forth
in Schedule 0 hereof,'_ subject to the terms and conditions of
Section 2 of this Agreement.' The amounts set .forth in Schedule 0,
hereinafter: called "Purchase Price," are, to be paid in cash or by
certified check simultaneously with the delivery of the deeds
conveying the property to'the Redeveloper.
SECTION 2. CONVEYANCE OF 'PROPERTY'
a Form of Deed. The Cit shall convey to the Redeveloper title
O Y
7Deed
property by Special'Warranty Deed (hereinafter called
. Such'conveyance'and title shall, in addition to the
on subsequently provided for in Section 704,'; Part II,
hereof, and to all other conditions, covenants, and restric-
tions;set'forth or referred to elsewhere in the Agreement,', be
subject to:
I
(1) Such easements as itshallhave been necessary, pursuant
to the Urban Renewal, Plan,' for the City to reserve, for
itself or for future dedication or grant, for sewers,
drains, water and gas distribution lines, electric,
telephone, and telegraph installations, rights-of-way and
access, or as described or referred to in "Schedule A,"
description of property,' attached hereto and referenced
as a part hereof;
' (2) -All conditions, covenants and restrictions contained in
said Urban Renewal Plan and Part I and 11 of this Contract.
91 -246
(b)
Time and Place for Delivery of Deeds. The City shall deliver
the Deed and,possession of the property to the Redeveloper
upon', paymentof the purchase price in full upon such dates as
called for in this Agreement. Conveyance shall be made at the
principal office of the City and the Redeveloper shall accept
such Conveyance and pay to the City at such time and place the
purchase price in full for each parcel delivered.
(c)
Recordation of Deeds. The Redeveloper shall promptly file the
Deeds for recordation among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs (including the cost
of'the 'State documentary, stamp tax on the Deeds, for which
stamps in the proper amount shall be affixed to the Deeds by
the Redeveloper); for so recording said Deed.
(d)
beliver of the Abstract. The City will furnish to the Rede-
ve oper in advance of the closing on each parcel, an abstract
of,title showing' good marketable title in the City of Iowa
City, Iowa, free and clear of all taxes, assessments or other
encumbrances except as hereinbefore specified., The abstracts
of 'title shall be at City expense and will be certified by a
qualified abstracting, company to, the close of business as the
closest practical date prior to,'the date of the deed of con-
veyance. lThe cost of obtaining an attorney's examination of
the abstracts for title opinion and/or,the cost ofobtaining
title insurance, if required, shall be at the expense of the
Redeveloper.
(e)
Delive�rry�of Property.The %City will deliver the property
described in Schedule A hereof at the time set forth in Schedule
C hereof.i The Redeveloper agrees to pay for and accept title
of suchiproperty as called for in, this Agreement and agrees to
i
begin develoment' promptly on theproperty ertY conveyeded within the
time called for in this Agreement. 4ailure by, the,Redeveloper
to pay for and `accept ',delivery of the urban renewal land as
calledforherein will result in forfeiture of 'thedeposits
posted with 'the City by the Redeveloper attributable to such
without limiting the Cit as to other remedies
property, 9 Y.
;against the Redeveloper. ',In.the event the City is unable to
deliver the property as called for in, Schedule C to the
Redeveloper, the Redeveloper shall have the option of rescinding
the development contract only<as to such parcels in default by
causing a written notice'; to be served upon the City of the
,
'exercise of such o tion.i Upon receipt by the Cityof this
notice the City shall have sixty (60) days to cure the
default by; tendering the property covered in the notice to the
Redeveloper. 'If the City is unable to cure the default within
the sixty (60) days as provided herein, the Redeveloper shall,
,
at its option, stand relieved of its obligation to accept the
parcel or, parcels involved and the City shall, in such event,
promptly refund that portion of the Redeveloper's deposit
attributable to sucharcels to the'Redeveloper. It is expressly
P P Y
understood and agreed that the City shall have no other
'-
liability, direct or indirect, to the Redeveloper on account
of delay or inability to deliver land to the Redeveloper as
IN 247
-3-
called for in this Agreement and the Redeveloper's remedy in
the event of default by the City in delivery of urban renewal
land is hereby specifically limited to rescinding the contract
as to such land as provided in this paragraph.
(f) :Defaultb Redevelo er. In the event the Redeveloper fails to
accept a ivery of and pay for one or more parcels of property,
as called for in this Agreement, the City may, at its option,
call the entire Agreement, or the Agreement as it applies to
:any part of the property, in default, serve a proper notice of
forfeiture upon the Redeveloper and terminate this Agreement
in its entirety except that forfeiture of this Agreement shall
not: relieve the Redeveloper' of the obligations imposed by this
Agreement as to property 'already delivered to the Redeveloper.
SECTION 3. GOOD FAITH DEPOSIT
(a) 'Amount. .The Redeveloper, has, prior to or simultaneously with
t eexecution of the Agreement by the City, delivered to the
City a good faith deposit or a'surety bond in the penal amount
ofN A Dollars, (ten
percent 0% of the -pure ase price), 'inwhich the City is the
obligee; issued ;by N/A a surety
companyl',regularly:engage in t e issuance of suc un er
takings and on the,list -of surety companies; approved by the
United:States Treasury for at least such amount, or cash,
or a certified check satisfactory to the City in the amount of
Five thousand andd00/100------------------ Dollars, herein-
after ca edDeposit,'.as security for the performance of the
obligations of:the Redeveloper to be performed prior to the
return of the :Deposit to, the Redeveloper,` or its retention by
the City as liquidated damages, or its application on account
of the Purchase Price, as the case may be, in accordance with
the Agreement.
The Deposit, if cash or':certified check, shall be deposited in
an account of the City in a bank or trust company selected by
it.
J(b), Interest. The City shall be under no obligation to pay or '
earn i t rest on the Deposit,; but if interest is payable
thereon such interest when received by the!City shall be
promptly paid to the, Redeveloper.'
'
Retention asb Cit
(c) Upon termination of the Agreement
ro i e in Sections 703 and 704 of Part 11 hereof, .the
provided
or the proceeds of the Deposit, if not: theretofore
returned totheRedeveloper pursuant to Paragraph (d): of this
Section, including all interest payable to such Deposit or the
proceeds thereof after such termination, shall be retained by
the City 'Agency as provided in Sections 703 and 704 of Part 11
hereof.`. I�
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248
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(d) Return to Redevelo er. Upon termination of the Agreement as
Provide in Section 02 of Part II hereof, the Deposit shall
be returned to the Redeveloper by the City as provided in
Section 702 of Part II hereof.
SECTION 4. TIME FOR COMMENCEMENT, AND COMPLETION OF IMPROVEMENTS
The construction of the improvements called for in this; Agreement
shall be commenced and completed in accordance with Schedule D
Hereof(e-be-subiaatked-by-Beve#eper-wioh-his-peepesa#): Provided,
that if a, mortgage, securing money loaned to finance the Improve-
ments, or'any,part thereof, is insured by the Secretary of Housing
and Urban Development, then ,the aforesaid completion time shall not
apply, but instead the construction of the Improvements, or any
part thereof, shall be completed within the time specified in the
applicable Building Loan Agreement approved by the Secretary, of
Housing and Urban Development.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) :Time for Submission of Preliminary Desi n:Plans. The Rede-
veloper sha
eve oper,sha submit Preliminary Design Plans as called for in
Section 301 of Part II of this Agreement as soon as possible
after the time for conveyance set forth in Schedule C hereof,
and shall submit such plans in'no 'event later than December 15,
1977'
(b) Time for Submission Of Construction Plans. The Redeveloper
shall submit construction plans as called for in Section 301
j of P
art 11 of this Agreement as soon as possible after approval
of the Preliminary Design', Plans by, the City Council; and in no
event, later than sixty (60) days prior to' the time, for start
i
- of construction called for in Schedule D;hereof.
(c) Time for Submission of Corrected Plans. In the event that
Preliminary Design Plans or Construction!Plans are rejected by
the City; as set forth in Section 301 of 'Part II of this
Agreement, the Redeveloper shall submit corrected plans
within thirty (30) days of said rejection.'
(d) If any hardship shall exist in complying with the foregoing
provisions of this Section, the Redeveloper may petition to
the City in writing for '"ane xtension of time for performance
,I
of any part of this Section, setting forth lin detail the
reasons for needing such extension.
SECTION 6. PERIOD OF DURATION OF COVENANT ON USE
The covenantsertai i
p n ng to the use of the Property, set forth in
Paragraph (a) of Section 401 of Part lI hereof, 'shall remain in
effect from, the date of the Deed until October 2, 1994,, the period
specified or referred to'-in the Urban Renewal Plan, and °shall
'
automatically extend lfor 'five 'yeareriods thereafter, ter unless
changed by the City Council. ,
®5-
249
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SECTION 7. NOTICES AND DEMANDS.
A notice, demand, or other communication under the Agreement by
either party to the other shall be sufficiently given or delivered
if it is dispatched by registered or certified mail, postage
prepaid, return receipt requested, or delivered personally, and
(i) in the case of the Redeveloper, is addressed to or delivered
personally to the Redeveloper at
First Federal Savings and Loan Association of Iowa City
103 East College Street
Iowa City, Iowa 52240
AND
(ii) in the case of the City, is addressed to or delivered personally
to the:
City, Manager
Civic Center'`
410 E, Washington St.
Iowa City, IA '.52240
su as that
arth
such other address withlres ect to either c p y,
or at P
may from',time to time: designate in, writing ,and forward to the
other as provided in this Section.
SECTION 8. COUNTERPARTS
The Agreement is executed in three (3) counterparts, each of which
y,
shall
constitute one 'and -the same instruments:
IN WITNESS WHEREOF, the City has caused the Agreement to be duly
executed in its name and behalf by its Mayor and its seal to be hereunto
'.,
duly`affixed.and attested by its City Clerk, and the Redeveloper has
caused thelAgreement
to be duly executed in its name and behalf by its
and its corporate seal to be hereunto duly affixed
and attested y its,Secretary, on or as of the day first above written.
Y
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rnimnPATF Ar. KNOW I.I:DCEMEN'P
SCHEDULE'6
o
SCHEDULE C
TIME FOR CONVEYANCE
PARCEL N0.
DATE
I,
102-3 and 102-4
November 30, 1977,
5(I I
N IY
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11
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255
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I ' 6
Part II
I,
of
CONTRACT FOR
yi
LI
SALE OF LAND FOR PRIVATE REDEVELOPMENT ` j
By and Between
r
a
li
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
I'OF
I WA CITY
ri
I
and
The City, of Iowa City, Iowa
I:.
I
'
®® 25'7
Yrs ,
?II
Y
ARTICLE I. PREPARATION OI PRUPIRIY'IOR ItI.DI:VLLOPNENi
SECTION 101. DEidOLITION AND SiTE CLIAfWg(.1. It is agreed that the
City sh al convey and Lhe redev lnher shall ac epl the property set
forth in Schedule A of this',ailrcenient. AS IS and it, is expressely
agreed that the City makes no warranty, enpress or implied, regarding
subsurface conditions and that the City shall have no liability for
any damages arising from subsurface conditions. It is further
agreed that any contracts or` specifications for site demolition and
clearance which may have been examined by the redeveloper were
> examined for information purposes only, and that the City shall
assume no liability for any defects or variance from the specifications
for work previously coinpleted.
SECTION 102. EXPENSES, INCOME; AND SALVAGE. All expenses, including
Current taxes, 'if any,relating to buildings or other structures
demolished or to be demolished in accordance with Section 101
hereof shall rbe;borne;by, and, all income or salvage received as'a
result ofthe demolition of such buildings or, structures shall
belongto the City.
SECTION.103. CITY'S RESPONSIBILITIES' FOR, r 'RTAIN OTHER ACTIONS. The
City, wit out expense „to the ReJeveloFier'01, assessiuent or claim
against the 'property, shall cause the restriction of traffic and
construction of public improvements on existing street rights -of -
construction
way, and the construction of parking structures as specifically set
forth in the Urban Renewal Plan; Provided, the City reserves the
right .to make future modifications to the traffic circulation
system and to the public improvements when such changes are deemed'
necessary and in the public interest, and further, Provided in the
event that the lCity, 'after a''good faith attempt to do so,,'is unable
to construct the parking structures due to an inability to'issue '
revenue bonds, 'the City shall be without liability to the developer
or the developer's assigns.
(a) Installation of Public Utilities. - The installation or re-
location by the ,City or public utility company of 'such sewers,
drains,', water and gas distribution lines, electric, telephone,
and telegraph lines and all other ''public utility lines,
installations, and facilities as are necessary to :be installed,
b '
or relocated on or in connection with the Property Yreason, Y
of the redevelopment contemplated by the 'Urban Renewal Plan
and the development of the Property: Provided, that the City.
shall not be responsible for, nor bear any portion of the cost
of, installing the necessary utility connections within the
boundaries of the Property between the Improvements to be
constructed on the'Property by the Redeveloper and the water,
sanitary sewer, and storm drain mains or other public utility
lines owned by the City or by any public utility company
,'I:'within or withoutsuch-boundaries,.or electric, gas, telephone,
or other public utility lines owned by any i
uhlic utility
'
company within or without such bouridariLs, and the Redeveloper
r
any such installation
_shall secure any permits required for y
without cost or ex to the City';
l
SECTION 104. 'WAIVER OF CLAIMSAND_JOINiNG IN PLlITIONS 13Y REDEVELOPER.
The RcdevelToper hereby waives (a� this purchaser of the Property
under the Agreeinent and as the owned aft v the conveyance of the
Property provided for in the Agreement) any and 'all claims to
awards of damages, if any, to Compensate for the Llosing, vacation,
restriction, change of restriction or change of grade of any
street, alley, or,other public right-of-way within or fronting or
abutting on, or adjacent to, the Property which, pursuant to
Section 103 hereof, is to be closed or vacated, or the grade of
which is, to be changed, and shall upon the request of the City
subscribe to,jand join with, the City in any petition or proceeding
required for such vacation, dedication, change of grade, and, to
the extent necessary, rezoning, and execute any waiver or other
document in respect thereof.
ARTICLE I1. RIGHTS OF ACCESS 'i0 PROPERTY
' SECTION 201. RIGHT OF ENTRY FOR UTILITY SERV'iCE. The City reserves for
itself, the City, and any public utility; company, as may be appro-
priate, the unqualified right to enter upon the :Property at all
reasonable times for the purpose of reconstructing, maintaining,:
repairing, or servicing the public utilities located within the
Property boundary lines and provided for in the easements described
or referred to in,Paragraph,(a),, Section 2 of Part I hereof.
SECTION 202. REDEVELOPER NOT TO CONSTRUCT OVER UTILITY EASEMENTS. The
edeve o er sha ,not construct any bui ding or:other structure or
R p
improvement on, over, or withinthe boundary lines of any easement
for 'public utilities described or referred to in Paragraph (a),
Section 2 of'Part l hereof, unless such construction is ,provided
for'in such easement or has been approved in whiting by the City'
Engineer, br the authorized representative of an affected public',
utility.
Y
SECTION 203. ACCESS TO PROPERTY. Prior to the conveyance of the
Property by t e City to the Redeveloper,' the City shall permit
representatives of the Redeveloper to have access to any Property
'= to which the City ,holds title, at all reasonable times for the
purpose of obtaining data and, making'var;ious tests concerning the
Property necessary to carry out the Agreement. l' After the con-
s; veyance of the Property by the City to the Redeveloper, the Re-
developer shall permit ^q employees, agents or representatives of the
City, access to the Property at all reasonable times for the pur
p 9 9.
oses.of-the A reement including, but not limited to, inspection
of all work,b'eing;performed 'in connection with the construction of
the Improvements.1 No compensation shall be payable nor shall any
charge be made in, any form by any party for the access provided for
+ in this Section.
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ARTICLE 111. CONSTRUCTION PLANS; CONS1RUCTION OF
IMPROVEMENTS; CERTIFICATL OF COMPLLTION
SECTION 301. PLANS FOR CONSTRUCTION 01'IMPROVI____ J. Whenever used in
tits eiiient the ferni�prelimmary design plans" shall include a
site plan and preliminary plans for Improvements which clearly show
the size, location, and external appearance of any structures,
along with such other information as is necessary to fully deter-
mine the intentions of, the redeveloper. The term "construction
plans" shall mean all plans, specifications, drawings, or other
information required to be submitted for issuance of any permit
called for by applicable codes and ordinance. The term "Improve-
ments", as Used in this Agreement, shall be deemed to make reference
to any buildings, structures, renovations, or other improvements,
as, provided for and specified in this Agreement, preliminary design
plans, and construction plans;
The Redeveloper shall, prior to the construction of the Improve-PI
ments called for in this Agreement, submit for approval, by the City
ments
a desi n: 1 ails and such other information as is
Council preliminary g p , i'
necessary for the City, Council to fully determine the intentions of
Such plans shall be submitted no later than the.
the redeveloper. _Su
P p
time specified therefor in Paragraph ('a), Section 5, of Part I
hereof. It is expressly understood that the preliminary design
plans shall be submitted to review by the City's, Design', Review
Committee, Approval of such preliminary design plans by the City,
Council shall'in no relieve the redeveloper of the respon-
sibiliry for obtaining all required permits and otherwise fully
complying with all applicable state and local codes and ordinances.
Following approval of preliminary design plans by the City Council
'
ction plans and
the redeveloper shall'submit construother informa-
tion necessary to obtain all permits required by, applicable codes
and ordinances.
The preliminary design plans, as defined herein,; shall in any
'.,he.City 't Council unless,rejection
avant, be,deemed approved,by tC
'f.he forty (40)
fi h Cit within
thereof in writing itin shall be set fort y y
days after the date of their receipt by the Ci,ty.Cle-k.If the
City so rejects such preliminary design plans in whole or in part,
the Redeveloper shall submit new or corrected 'preliminary design)
correct the defect set forth in the rejection, within
lams which coir ithi
plans
the time specified therefor in Paragraph C, Section 5, of Part i'
hereof. The, provisions of this section relating to approval,
rejection,,and resubmission of corrected preliminary' design plans
oi
herein above 'prov,ided( with 'respect to the,original plans shall
continue to apply until the preliminary design plans have been
approved by the City Council.
i
All work with respect to the Improvements' to be constructed or
provided by the redeveloper on the property shall be in conformity
'with the preliminary design plans as approved by the City Council.
Construction plans called for herein shall be consistent with and
logical extensions of the preliminary design plans approved by the
City Council.
SECTION 302. CHANGES IN CONSTRUCTION PLANS. If the Redeveloper
desires to ma a any c anges in the preliminary design plans after
their approval by the City Council, the Redeveloper shall submit
the proposed change to the City Council for its 'approval. Changes
in construction plans as defined herein; may be approved by the
Department of Housing and Inspection Services, provided that such
changes will not cause the Improvement to be constructed in a
manner not consistent with the preliminary design plans as approved
by Council.`,
SECTION 303. COMMENCEMENT AND COMPLETION OF CONSTRUCTION OF IMPROVEMENTS.
----Tie'Re eve oyer agrees dor atseTf, its successors an assign
every successor in interest to the Property, or, any part thereof,
and the Deed shall contain covenants oil the part of the Redeveloper
for itself and :such successors and assigns, that the Redeveloper,
and such successors and assigns, shall promptly begin and diligently
pursue to completion the redevelopment,of the 'Property through the
construction of they Improvements thereon, and that such construction
shall in any, event be begun within theperiod specified in Section
4 of Part:I hereof and be completed within the period specified in
such; Section 4. it is intended and agreed, and the; Deed shall so
expressly, provide, that such agreements and covenants shall be
covenants lrunning with, the land and that they; -..shall, in any event,
and without regard to technical classification or designation,
legal or, otherwise, and except, only as'otherwise specifically
provided in the Agreement itself, be, to the fullest extent permitted
by law and equity, binding for the benefit of the community and the
City, and enforceable by the City against the Redeveloper and its
successors and assigns to Or of the Property or any part 'thereof ,or
::any interest'; therein.'
SECTION 304. 'PROGRESS REPORTS. Subsequent to conveyance of the Property,
or any part thereof; to the Redeveloper, and _until construction of
the Improvements has been completed, as set forth'in Section 305,
'of
hereof, the Redeveloper shall make
reports, set forth the status
Improvements';' construction` schedule,
,and such other information as
may-reasonablylbe requested by the City, as to the actual progress
of the Redeveloper with respect to such construction.
SECTION 305. CERTIFICATE OF COMPLETION.
(a) ''Within thirty (30) days after completion of the Improvements
in accordance with those provisions of the Agreement relating
solelyto the obligations of the Redeveloper to construct the
Improvements (including the dates for beginning and completion
thereof), :the City will furnish the Redeveloper with an appro-
` '
priete.instrument so certifying. Such certification by the'
tshall ' provided in the Deed and :in
City shall be (and i be so
the certifica itself) a conclusive determination of satis-
i and covenants in the
faction and 'terminat on of the agreements
dates for the beginning and completion thereof: Provided,-
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that if there is upon the Property a mortgage insured, or held
or owned, by the Federal Housing Administration and the Federal
Housing Administration shall have determined that all buildings
constituting a part of the Improvements and covered by such
mortgage are, in fact, substantially completed in accordance
with the plans and are ready for occupancy, then, in such
event, the 'City ,and the Redeveloper shall accept the deter-
mination of the Federal Housing Administration as to such
completion of the construction of the Improvements in'accor-
dance `with the plans, and, if the other agreements and covenants
in the Agreement obligating the Redeveloper in respect of the
constructionandcompletion of the improvements have been
fully, satisfied, the City shall forthwith issue its certifi-
cation provided for in this Section. Such certification and
such determination shall not constitute evidence of compliance
with or satisfaction of any obligation of the Redeveloper to
any holder of a.mortgage, or any insurer of a mortgage, securing
money loaned to'finance the Improvements, or any part, thereof.
(b) With respect to such individual parts or parcels of the Property
which, if so provided in Part 1 hereof, the Redeveloper may,
convey or lease as the Improvements to be constructed thereon
are completed, the City will also, r upon proper completion of
the improvementsrelating, to any such part',or parcel, furnish
'r
the Redeveloper'' with an appropriate instrunient,lcertifying
that such Improvements relating to any such part or parcel
have been made in accordance with the provisions of the Agree-
ment. Such certification shall mean and provide (1) that any
party purchasing or leasing such individual part or parcel'':
pursuant to the authorization herein contained shall not
(because of such purchase or lease) incur any obligation with
1. respect'. to the construction of the Improvements relating to
such part or parcel or to any other
part or` parcel 'of the
Property; and (2) that .neither the
City nor any other party,
shall thereafter have or be entitled to .exercise with respect
to any I such .individual part or 'parcel so sold (or, " in the'case
hts
`
with respect to the leasehold interest) any rights
of lease P
or remedies or 'controls that it may otherwise have or be
entitled to exercise with respect to the construction of
Improvements as, called for herein:"
(c) Each certification provided for in this Section shall be in
such form as iwil1 enable it to be recorded in ,the proper.
office for the recordation of deeds and other instruments
pertaining to the Property, including the Deed. If the City
shall, refuse or fail to provide any certification' in actor -
dance with the 'provisions of this Section, the City shall,
within thirty (30) days ',after written request by the Rede-
','
veloper, provide the Redeveloper with a written statement,
'indicating in adequate detail in what respects the Redeveloper
has failed to complete the Improvements in accordance with the
provisions of the Agreement, or is otherwise in default, and
what measures or acts it will be necessary, in the opinion of
= the City, for the Redeveloper to take or perform in order to
'
obtain such certification.
;.
1®f1-5262
ARTICLE IV. RESTRICTIONS UPON USE OF PROERTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
and its successors and assigns, and every successor in interest to
the Property, or any part thereof, 'and the, Deed shall contain
covenants on the part of the Redeveloper for itself, and such
successors and assigns, that the Redeveloper, and such successors
and assigns, shall:
(a) Devote the Property to; and only to and in accordance with,
the uses specified in the Urban Renewal Plan; and
(b) Not discriminate upon the basis of race, color, creed, religion,
age, disability, sex or national origin in the sale, lease, or
rental or in the use or, occupancy of the Property or any
improvements erected or''to be erected thereon, or any part
thereof.
(c) All advertising (,including signs) for sale and/or rental of
the whole or any,part,of the Property shall includethe legend,
An Open',Occupancy Building" in 'type or,lettering of easily
legible size and design. The word "Project" or "Development"
may be substituted for the word "Building" where circumstances
require such substitution.
(d) ;Comply with the regulations issued by the Secretary, of Housing
and Urban' Development set forth in '37 F.R. 22732-3 and all
applicable rules and orders issued thereunder which prohibit'
the use of lead-based paint in residential'structures under
going federally -assisted construction or'r'ehabilitation and
require the elimination of lead-based,oaint hazards:
SECTION 402. COVENANTS: BINDING UPON SUCCESSORS iN ,INTERESTS:' PERIOD'OF
DURATION. It is inten a an agree , an t e ee s a so expressly
ae, that :the agreements and covenants provided in Section 401
provt
hereof shall be covenants running with the land and that they
shall, in any`, event, and without regardltotechnical classification
or designation, legal,or otherwise, and, except only as otherwise'
specifically provided in the Agreement,be binding, to the fullest
';
extent permitted byelaw and equity, for the benefit
and in favor
of, and entorceaoie,by, the:City, its successors and assigns, any
successor in interest to the Property, or any part thereof, and the
United States (in the 'case of the covenant provided in subdivision
(b) of Section 401 hereof) „against the Redeveloper, its successors
and assigns and every successor in interest to the Property, or any
in possession
and an art p
a Y
P
part thereof or any interest therein,Y
ro e
rt or an art, thereof.' iC is further
of YP
nc o Y
0
ro
occupancy P
P Y
intended and ag9reed that the agreement and covenant provided in
subdivision (a) of Section 401 hereof shall remain in effect for
the period of time, or unti'l!,the date, specified or referred to in
J Section 6i of Part I hereof (at which time such agreement and covenant'
shall terminate) and that the agreements and covenants provided in
G
i
subdivision WOSection 401 hereof shall remain effect
without limitation as to time: Provided, that such agreements and
covenants shall be binding on the Redeveloper itself, each successor
in interest to the Property, and every part thereof, and each party
in possession or occupancy, respectively, only for such period as
such successor'or party, shall have title to, or in interest in, or
possession`or occupancy of, the Property or part thereof. The
terms "uses specified in the Urban Renewal Plan" and "land use"
referring to provisions of the Urban Renewal Plan, or similar
language, in the Agreement shall include the land and all building,
housing, and other requirements or restrictions of the Urban
Renewal Plan pertaining to such land.
SECTION 403. CITY AND UNITED STATES RIGHTS TO ENFORCE. in amplifica-
tion, and not in restriction of, the provision, of the preceding
Section;, it is intended and agreed that the City, and its successors
and assigns shall be deemed beneficiaries of the agreements and
covenants provided in Section, 401 hereof, and the United States
shall be deemed a beneficiary of the covenant, provided in sub-
division (b) of Section '401 hereof, both for and in their or its
own right and alsofor ,the purposes of: protecting the interests of
the community and other, parties, public or private, in whose favor
or for whose 'favor or for whose benefit such agreements and covenants
hav& been provided. Such agreement and covenants shall (and the
Deed',shall so state) run in favor of the, City and the United
States, for the entire 'period during which such agreements and
covenants,, shall be in force and effect, without regard to whether'
the City or the United States has at any time; been, remains, or in
an owner of ;any land or:. interest therein', to or in favor of which
such agreements and covenantsrelate. The City shall have the
right; in the event of ,any breach of any, such agreement or covenant,
and the United States shall have the right'in the event of any
breach of the covenant'provided'in subdivision (b) of Section 401
hereof, to exercise alt the rights and remedies, and to maintain
,d
any actions or suits at law or in equity or other proper proceedings
to
to enforce the curing of such breach of agreement or covenant,
r,..
at
lent 'or covenant
ries of such agreement which it or any other beneficiaries g.
may be entitled.
ARTICLE V. '.PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS TO REDEVELOPMENT. The Redeveloper
represents and, agrees that its purchase of the Property, and its
other undertakingspursuant to the Agreement, are, and will be
used, for the purpose of the redevelopment of the Property and not
for speculation inland holding'. The Redeveloper further recognizes
that, in view of
(a) the importance of the redevelopment of the Property to the
"
general welfare of the community-,
(b) the substantial financing and other public aids that have been
made available by; law and by the Federal and local Governments
ifor the purpose of making such redevelopment possible; and
(c) the fact that a transfer of the stock in the Redeveloper or of
- a -substantial part thereof, or any other act or transaction
involving or resulting in a significant change in the owner-
ship or distribution of such stock or with respect Co the
identity of the parties in control of the Redeveloper or the
<degree thereof, is for practical purposes a transfer or
disposition of the Property then owned by the Redeveloper,
the qualifications and identity of the Redeveloper, and its stock-
holders, are of particular concern to the community and the City.'
The Redeveloper further recognizes that it is because of the recog-
nition of such qualifications and identity that the City is entering
into the Agreement with the Redeveloper, and, in so doing, the City
is 'further willing to accept and rely on the obligations of, the
Redeveloper for the faithful, performance of all undertakings and
covenants in the Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWNERSHIP OR CONTROL OF
REDEVELOPER. s For the foregoing reasons, the Redeveloper agrees
Tor itself, and all',persons'holding an interest therein, their
heirs; successors and assigns that there shall be no change or
transfer of ownership or control by any person or combination of
persons owning'or controlling ten (10) percent or more interest in
the Redeveloper through ale assignment, merger, er' increased
h p rough s 9., _., 9 >
means,. without the express written
capitalization or an other,., P
P Y. Y
_ ,.
approval of the City. With respect to,"this provision, the Rede-
veloper and the parties signing the Agreement on 'behalf of the
'persons
Redeveloper represent that they have the authority of all
holding, interest therein to agree to this provision on their behalf
and to bind them with respect thereto.
i
SECTION 503. PROHIBITION AGAINST TRANSFER OF -PROPERTY AND ASSIGNMENT OF
GREEMENT. so, for t e foregoing reasons the Redeveloper represents
an agrees for itself, and its successors and assigns, that:
(a) Except only
J.
(1) by way of security for, and only for, (,i) the purpose of
obtaining financing_necessary to enable the Redeveloperer
or any successor in interest to the Property, or any part
"i
thereof, to perform its obligations with respect to
".;
making the,Improvements under the Agreement, and (ii) any
other purpose authorized by the Agreement, and
(2) as to any individual parts or parcels of the Property on
which the Improvements to be constructed thereon have
been completed, and which, by the terms of the Agreement,
the Redeveloper is authorized to convey or lease as such
Improvements are completed,
the Redeveloper (except as so authorized) has not made or, created,
'
and; that it will not, prior to the proper completion of the Improve-
r
ments as certified by the City, make or create, or suffer to be
i
®8 265
made or created, any total or partial sale, assignment, conveyance,
or lease, or any trust or power, or transfer in any other niode or
form of or with respect to the Agreement or the Property, or any
part thereof or any interest therein, or any contract or agreement
to, do any of the same, without the prior written, approval of the
City: Provided, that prior to the issuance by the City of the
certificate provided by in Section 306 hereof as to completion of
construction of the Improvements, the Redeveloper may enter into
any agreement to sell, lease, or otherwise transfer, after the
issuance of such certificate, the Property or any part thereof or
interest therein, whichagreement shall not provide for payment of
or on account of the purchase price or rent for the Property, or
the part thereof or the interest therein to be so transferred,
prior to the issuance of such 'certificate.
(b) The City ',shall be entitled to require, except as otherwise
provided 'in the Agreement, as conditions to any such approval
that:
(1) Any 'proposed 'transferee shall have the qualifications and
financial responsibility, as determined by the City,
necessary andadequate to fulfill the obligations under-
taken in the {Agreement by the Redeveloper (or, in the
event the transfer is of or relates to part of :the
Property,'' such obligations to the extent that they relate
to such part).
(2) Any 'proposed transferee, by ihstrument'in writing satis-
factory to the City and in form recordable among, the land
records, shall, for itself and its successors and assigns,
and 'expressly :'for the benefit of the City, have', expressly
assumed all of the obligations of 'the Redeveloper under
the Agreement' and agreed to be sub jectito'all the condi-;i
tions and restrictions to which the Redeveloper is sub -
or, in the event the transfer is of or relates to
part of the Property, such obligations, conditions, and
restrictions to the extent that they relate to such
part): Provided, that any instrument or agreement which
purports -To transfer any interest whatsoever caused by
this agreement without the express' written approval of
the City, is null and void.
(3) There shall be submitted to the City for review all
instruments and other legal documents involved in effecting
transfer; ,and if approved by the City, its approval shall
be indicated'to-the'Redeveloper in writing.
(4) The consideration payable for the transfer by the trans
fere'e or on its behalf shall not exceed an amount repro-
senting the actual cost (including carrying charges) to
the Redeveloper of the Property (orallocable to the part
thereof or 'interest therein transferred) and the Improve-
ments, if any, theretofore made thereon by it; it being
"the intent of this provision to preclude assignment of
the Agreement or transfer of the Property for profit
®1"9 iZ66
I+,
s.
prior tithe issuance of the certifica*f completion as
set forth in Section 306 of this Agreement. The City
shall be entitled to increase the Purchase Price to the
Redeveloper by the amount that the consideration payable
for the assignments or transfer is in excess of the
amount that may be authorized pursuant to this sub-
division (4)',,and such consideration shall, to the extent
it is in excess of the amount so authorized, belong to
and, forthwithbe paid to the City.
(5) The Redeveloper and its transferee shall comply with such
other conditions as the City may find desirable in order
to achieve and safeguard the purposes of the Urban
Renewal Act and the Urban Renewal Plan.
Provided, that:in the absence of specific written agreement by the
approval by the City
City to the contrary, no such_traiisfer or
thereof shall be deemed to relieve the Redeveloper; or any other
a r,£ 'bound in!'
way by the Agreement or otherwise with respect
Y
P f its obli
to the construction of the Improvements, ,from any o
gations with respect thereto.
SECTION 504. INFOW4ATIOIJ AS TO HOLDERS OF INTEREST IN REDEVELOPER. In
order to:assts;t m the eff—
ation of t e purposes of t is rticle
V and the statutory objectives generally, tha Redeveloper agrees
that during the period 'between execution of the Agreement and
completion of 'the Improvements as certified by the City,
(a)
the Redeveloper will promptly notify the City of any and all
tsoever in the ownership or contr
changes whaol of,interest,
legal or!,beneficial, or of any other act or transaction
involving or resulting in any change in the ownership of such
hq interest,',,or in the relative distribution thereof, or:with
respect to the identity of', the parties in_ control of',the
r Redeveloperor'the degree thereof, of which it or any of its.
officerslhave been notified or otherwise have knowledge or
information; , and
e Cit may
r times as the Y Y
veto er shall at�such
time
0
(b) the Rede,, P ub-
( statement, s
'request;�ifurnish the City with a complete statem ,
scribed and sworn to by the President or other executive
officer of the Redeveloper, setting forth all of the holders
of interest in the Redeveloper and the extent of their re-
spective holdings, and in'the event any other parties have a
beneficial interest in such holdings their names and, the
extent of such interest, all as 'determined or indicated by the
records of the Redeveloper, any specific inquiry made by any
such officer, of all parties who on the basis of all such
records own ten (10) percent or more of the interest in the
d b such other 'knowledge or information as
Redeveloper, and Y
all have
. Such lists; data, and
inform
s
tior
such officershentbe furnished the City immedtatelY Prior
to
shall in anYiev
the delivery of Deed to the Redeveloper and as anniversary
condition
precedent thereto, and annually 'thereafter on the an
of the 'date of the Deed until the 'issuance of a certificate of
completion of all the Property.
I1-10
' A® 267
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF'140RTGAGEES
SECTION 601. LIMITATION UPON ENCUMBRANCE OF PROPERTY. Prior to the
completion of the Improvements, as certifie-dTy the City, neither
the Redeveloper nor any successor in interest to the Property or
any part thereof shall engage in any financing or any other trans-
action creating any mortgage or other encumbrance or lien upon the
Property, whether by ,express agreement or operation of law, or
suffer; any encumbrance or lien to be made on or attach to the
Property, except for the purposes of obtaining
(a) ,funds only to the extent, necessary for making the Improvements,
and
(b) ;such additional funds, if any, in an amount not to exceed the
Purchase Price paid by the Redeveloper to the City.
The Redeveloper (or successor in interest) shall notify the City in
advance of any financing, secured by mortgage or other' -similar ,lien
instrument, it proposes to 'enter into with respect to the Property,
event': it shall promptly notify, the
"to an P P
or any part thereof, and y
City of any encumbrance or lien that has been created on or attached
to the Property, whether by voluntary act of the Redeveloper or
otherwise. For theP urposes of .such mortgage financing as may be
made pursuant to the Agreement; the Property may, at the option of
the Redeveloper (or successor in interest), be divided into several
parts or:parceIs, provided that such subdivision, in the opinion of
the City, is not inconsistent with the purposes of the Urban Renewal
i
plan and the Agreement and is approved in writing by the City.,
SECTION 602. MORTGAGEE NOT OBLIGATED TO CONSTRUCT. (Notwithstanding any
—
of Elie provtstons of t fie Jiigreement, inc I ud ing but not 1iinited to
those which are or are intended to'be covenantsrunningwith the
land, the holder of any ,mortgage authorized by ,the Agreement (includ-
ing any such holder wno'obtains title to the Property or any part
thereof as a result of, foreclosure, proceedings, or action in lieu
thereof,' but not including (a) any; other party who thereafter
obtains title to the Property or such.Part from or;through such
holder, or,(b) any',other purchaser at foreclosure sale other than
the 'holder of the mortgage itself) shall in no wise be obligated by
the provisions of theiAgreement to, construct or complete the Improve-
' merits or to guarantee!,such construction or completion;' nor shall
a
any covenant or any other provision in the Deed be construed to so
oblioate such holder: Provided,'that nothing in this Section or,
any ',other Section or provt— ion of the Agreement shall be deemed or
construed to permit or authorize any such holder to devote the
Property or any part thereof', to any ,uses, 'or to construct any
improvements thereon,''' other than those 'uses or improvements provided'
or permitted in the, Urban Renewal Plan and in the Agreement.
i
SECTION 603. COPY'O•NOTICE Of DEFAULT 10 MORIGAGE A14henever the City
r_..__..- ,___.._.___._._.
sTtall deliver any notice or, demand to Llie Redeveloper with respect
to any breach or default by the Redeveloper in its obligations or
covenants under the Agreement, the City shall at the same time
forward a copy of such notice or demand to each holder of any
mortgage authorized by the Agreement at the last address of such
holder shown in the records of the City.
SECTION 604. MORTGAGEE'S OPTION TO CURE DEFAULTS. After any breach or
e au t re erre to to Section 603 hereof, each such holder shall
(insofar as the rights of the City are concerned) have the right,
at its option, to cure or remedy such breach or default (or such
breach or default to the extent that it relates to the part of the
Property covered by its mortgage) and to add the cost thereof to
the mortgage, debt and the lien of its mortgage: Provided, that if
the breach or default is .with respect to constructto— o the
Improvements, nothing contained in this Section or any other
Section of the, Agreement shall be deemed to permit or authorize
such `holder, 'either before or after foreclosure or action in lieu
thereof, to undertake or continue the construction or completion of
the; Improvements (beyond the extent necessary:to conserve or, protect
Improvements or construction already made) without first having
expressly assumed the obligation to the City,'by written agreement
satisfactory to the City,.to complete, in the manner provided in
the Agreement; the Improvements on the Property or the part thereof
title of ,such holder relates. An
to which the lien or Y
such holder
who shall properly complete the improvements relating to the
Property or applicable part thereof shall be entitled, upon written
it
request made to the CitYto a certification certifications by:
the City to_such effect in the manner provided in Section 305 of
the Agreement, and any such certification shall, if so requested by
such holder mean and provide that any remedies or rights with
respect to recapture of or reversion or revesting of title to the
Property that the City shall have or be entitled to because of
failure of the Redeveloper or any successor in interest -to the
Property; or any part thereof, to cure or remedy any default with:
P otfier'
:respect to the construction of the Improvements on parts its orl
parcels of the Property, or became of any other default;tn or
Agreement b the
Redeveloper or:such successor, shall
'breach of the A ree p
9 Y
not; apply to the part or parcel of the Property to which such
certification relates.
t
SECTION 605. CITY'S OPTION TO PAY MORTGAGE DEBT OR PURCHASE PROPERTY.
n anw ere,,su sequent to a au t or reac y t e Re e-
velopereloper (or successor in interest) under the Agreement, ,the holder
of any, mortgage on the Property or part thereof
(a) ,'has, but does not exercise, the option' to construct or complete
the Improvements relating to the Property or part thereof
covered by its mortgage or to which it has obtained title,, and
such failure continues for a period of sixty (60) days after
the holder has been notified or informed of the default or
breach; or
(b) undertakes or completion of t�Improvements but
does not complete such, construction within the period as
agreed upon by the City and such holder (which period shall in
any event be at least as long as the period prescribed for
such construction or completion in the Agreement), and such
default shall not have been cured within sixty (60) days after
written demand by the City so to do,
the City shall (and every mortgage instrument made prior to comple-
tion of the Improvements with respect to the Property by the Re-
developer or successor in interest shall so provide) have, the
option of paying to the holder the amount of the mortgage debt and
securing an assignment of the mortgage and the debt secured' thereby,
sec 9
or, in the event :ownership of the Property (or part thereof) has
vested in such holder by way of foreclosure or action in lieu
thereof, the City shall be entitled, at its option, to a conveyance
to it of the Property or part thereof (as the case may be) upon
payment to such holder of an amount equal to. the sum of: (i) the
mortgage, debt at the time of foreclosure or ,action in lieu thereof
(less all appropriate credits, including those resulting from
collection and app rentals and other income' received
to
during foreclosure proceedings)- (ii) all expenses with respecter
the foreclosure; (iii) the net expense, if any (exclusive of general
overhead); incurred by such holder in and as a,direct result of the
Improve -
subsequent management of the ',Property; (iv) the "costs of any Improve-
ments made by such holder; and (v) an amount equivalent ,to the
interest that would have accrued ontheaggregate of such amounts
had all such amounts. become part of the mortgage debt and such debt
had continued in existence.
SECTION 606. CITY'S OPTION TO CURE'MORTGAGE DEFAULT: In the event of'a
efau t or breach prior to the'comp etion,of the Improvements by
the Redeveloper, or'any successor in interest; in or of any of its
obligations under,: and to the holder of any mortgage or other
instrument creating an encumbrance or lien, upon-lthe'Property or
part thereof, the City may at its option cure such default or
breach, in which cases the City shall' be entitled, in''addition 'to
an'd'without limitation upon any other rights or remedies to which
it' shall be e
sement from the Redeveloper, or; successor by the Agreement, operation of ,law, or other-
wise, to reimburessor in interest
penses incurred by the City in cu
of all costs and ,exring such
default or breach and to aglien upon the Property (or the part
thereof to'which rthe mortgage, encumbrance, or lien relates) for
ct
such reimbursement:' Provided, that any such Tien sl becausbe e of
'en of inc_u ing any lien contemplated,
li
always to th
e Via.
advances yet to
made,, by) any then existing mortgages on the
Property authorized by the Agreement.
`. SECTION 607. MORTGAGE AND HOLDER. For the purposes of the Agreement:
The term "mortgage" shall include a deed of trust or other instrument
creating an encumbrance or lien upon the Property, or any part.
I thereof, as security,for a loan. The term "holder in reference to
a mortgage shall include any insurer or guarantor of any obligation
;x'70
i ) 13
or condition sAed by such mortgage or deed oioust, including,
but not limited to, the Federal Housing Commissioner, the Admin-
istrator of Veterans. Affairs, and any successor in office of either'
such official.
ARTICLE VII. REMI'D II'S
SECTION 701. IN GENERAL. Except as otherwise provided in the Agree
-
ment,,in the event of any default in or breach of the Agreement, or
any ,of its terms or conditions, by either party hereto, or any
successor to such party, such party (or successor) shall, upon
written notice from the other, proceed immediately to cure or
remedy such default or breach, and, in any event, within sixty (60)
days after receipt of such notice. In case such action is not
taken or not diligentlypursued, or the default or breach shall not
be 'cured or'reinedied within a reasonable time, the aggrieved party
may institute such proceedings as may be necessary or desirable in
its opinion to cure and remedy such default or breach, including,
but not limited to, proceedings to compel specific performance by
the party in default or breach of its obligations.
SECTION 702. TERMINATION BY REDEVELOPER PRIOR TO CONVEYANCE. In the
event that the City does, not tender conveyance of the Property, or
possession thereof, in the manner and condition, and by the date,
provided in this Agreement, and any such failure shall not be cured
within sixty (60) days after the date of written demand by the
Redeveloper,'. and the City is Unable to demonstrate, to the rea-
sonable satisfaction of the Redeveloper that the defects, cloud, or
other deficiencies in or on title involved, or the part of the
property to which it relates, is: of such=;nature that the;Rede-
veloper will not be hampered or delayed in the construction of the
improvements by taking title and possession subject tolsuch defects,
the City will refund to the Developer any good faith deposit tendered
by the Redeveloper for such property or the portion of said good
faith deposit reasonableallocableto the portion of the.propertyroperty
' not conveyed ',and this agreement with respect to the property not
conveyed shall be terminated, rop vided,'it is hereby expressly
agreed that in the event this agreement,is terminated pursuant to
thislSection each party to this agreement shall be solely responsible
for; all expenses incurred or'obligated by it and shall' have no
claim against the other party.
SECTION 703. TERMINATION BYCITYPRIOR TO CONVEYANCE. 1n the event
that prior to ,conveyance ofithe Property to the Redeveloper; the
Redeveloper,is in O olation,of Section 502 of Part II of this
Agreement or !the Redeveloper does not pay the Purchase Price and
take title to the Property upon tender of conveyance by the City
pursue,nt to', this A reenen'
t for the 'Redeveloper fails to cure any
default or.fai,lure within thirty (30) days from the date of written
demand by the City, then this Agreement, and any rights of the
Redeveloper, or any assignee or transferee, in this Agreement, or
arising therefrom with respect to the. City or the Property, shall,
at the option of the City, be terminated by the City, in which
event; as provided in Paragraph C, Section 3 of Part I hereof, the
x27
1,
Deposit or any portion thereof may be retained by the City as
liquidated damages and as its property without any deduction,
offset, or recoupment whatsoever, and neither the Redeveloper (or
assignee or transferee) nor the City shall have any further rights
against or liability under, this Agreement to the other in respect,'
to the property or part thereof for which the deposit has been
retained.
SECTION 704. REVESTING TITLE IN CITY SUBSE DENT TO CONVEYANCE TO REDEVELOPER.
In the event t at su sequent to conveyance of t e Property or any
part thereof to the Redeveloper and prior to completion of the
Improvements as certified by the City
(a) the Redeveloper' does not submit plans as required by the
Agreement in
satisfactory form and inthemanner and by the
dates respectively 'provided in this Agreement; or
(b) the Redeveloper (or successor in interest) shall default in or
violate its obligations with respect to the construction of
the Improvements (including the nature and the dates of for
the beginning and completion thereof), or shall abandon or
substantially suspend `construction ;work, and any such default,
violation, abandonment, or suspension shall not be cured,
ended, or remedied within ninety (90) days after written
demand, by the City; or
(c) the Redeveloper (or successor in interest)' shall fail to pay.
real estate taxes or assessmentson the Property or any part
thereof when due; or shall place;tnereon any encumbrance or
lien unauthorized by ,the Agreement, or shall suffer any levy]
or attachment to'be made, or any',materialinen's or mechanics':
I (lien,', or any other unauthorized encumbrance or lien to attach,
and such .taxes or assessments shall not have been paid, or'the
encumbrance or 'lien removed or discharged ori°provision satin -
factory to the City made for such payment,' removal, or discharge,
within ninety (90) days after written demand by the City; or,
(d)' the Redeveloper violates the provision of Section 502 of Part
II of this Agreement and such violation shall not be cured
within sixty (60) days after written demand by the City to the
Redeveloper, ,
then the City,shall'have the right to re-enter and take possession
of, the Property and all Improvements located thereon and to terminate
(and revest in the City) the property conveyed by the Deed to the
Redeveloper; it being the intent of this provision, together with
-other provisions of the Agreement, that the conveyance of the
de elo er shall be made upon, Property to the Re v p Pon and that the Deed
P Y
shall contain, a condition 'subsequent to the effect that in the
event of any default, failure, violation, or other action or inaction
by ,the Redeveloper specified in subdivisions (a), (b), (c) and (d)
of this Section 704, failure on the part of the Redeveloper to
remedy, end, or abrogate such default; failure, violation, or other
action or inaction, with W the period and in the manner stated in
such subdivisions, the City at its option may declare a termination'
in favor of the City of the title, and of all the rights''and interests
'
in and to the Property conveyed by the Deed to the Redevelopor and
Improvements'coonnstructed thereon, and that such itle and all
rights and interests of the Redeveloper, and any assigns, or suc-
cessors in interest to and in the Property and any Improvements
constructed thereon, shall revert to the City: Provided, that such
condition subsequent and any revesting of title as a result thereof
in the City
(1) shall always be subject to and limited by, and shall not
defeat, render invalid, or limit in any way, (i) the lien of
any mortgage authorized by the Agreement, and (ii) any rights
or 'interests provided in, the Agreement for the protection of
the holders of such mortgages; and
(2) shall not apply to individual parts or parcels of the Property
(or, in the case of parts or parcels leased, the leasehold
interest) on which the Improvements to be constructed thereon
have been completed in accordance with the Agreement and for
which;a certificate of completion is issued therefor as
provided in Section 305 hereof.
In addition to and without in any way limiting the City's
right to re-entry as provided for in this Section, the City'
shall have the right to'retain -the Deposit or any portion
thereof, as provided in Paragraph C, Section 3 ofPart I
" hereof, without ,any deduction, offset or recoupment what-
soever,`,in the event of a'default', violation or failure of the
' Redeveloper as specified in this Section.
SECTION 705. -RESALE OF REAC U1RED PROPERTY DISPOSITION OF, PROCEEDS.
Upon t e,revesting in t e City, of title to the Property and any
Improvements'thereon,`or any, part thereof as provided in Section;,
70,4, the City shall,,pursuant to its',responsibilities under State
law, use its best efforts to' resell 'the Property or part thereof.
(subject to such mortgage liens and leasehold interests as in
Section 704; set forth and provided) as soon and in such manner as
the City shall find .feasible and consistent with the 'objective of
making or completing the Improvements or ,such other improvements. in
their stead as shall be satisfactory to the City and in accordance
with the uses specified for such Property or part thereof in the
Urban Renewal Plan.; Upon such resale of the Property, the proceeds
thereof shall be applied:
(a) First, to reimburse the City, on its own behalf, for all costs
and expenses incurred by the City, including but not limited
to salaries of; personnel, in connection` with the recapture,
Y. management, and resale of the Property or part thereof (but
less any income derived by the City from the Property or part
•
thereof in connection with such management), all taxes,
assessments, and,water and sewer charges with respect to I.he
n the event the Pro ert
is
Property or part thereof (or, i P Y
exempt from taxation or assessment or such charges during the
period 'of'ownership thereof by the City, the amount, if paid,
equal to such taxes, assessments, or charges (as determined by
in official as would have been payable if the
the Cit assess Y
City e )
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Property or part thereof at the time of revesting of title
thereto in the City or to discharge or prevent from attaching
or being made any subsequent encumbrances or liens due to
obligations, defaults, or acts of the Redeveloper, its successors
or transferees; any expenditures made or obligations incurred
with respect to the making or completion or removal of the
Improvements or any part thereof on the Property or part
thereof; and any amounts otherwise owing the City by the
-'Redeveloper and its successor or transferee; and
(b) Second', to reimburse the Redeveloper, its successor or trans-
feree, up to the amount amount equal to (1) the sum of the
purchase price paid by it for the Property (or allocable to
the part thereof) and the cash actually invested by it in
making any of the improvements on the Property or part thereof,
unless (2) any, gains or income withdrawn or made by it from
the Agreement or:the Property.
Any balance' remaining after such reimbursements shall be retained
by the!City as its property,_
SECTION 706. OTHER RIGHTS AND REMEDIES OF CITY; NO WAIVER 6Y DELAY.'
The City s a ave !t a right to institute suc 'actions ,or proceed-
ings,as it may deem desirable for'effectuating'the purposes of this
rticle;VII, including also the right; to execute and record or file
A 9
among the public land records in the office in which the,Deed is
recorded a written declaration of the termination of all the right,
title, and interest of the Redeveloper, and (except for such
individual parts or parcels 'upon which construction of that part of
the Improvements required to be constructed thereon has been
completed,' in accordance with the.Aoreement, and for which a certi-
;,
ficate of completion!;as provided in Section 305 'hereof is to be -
,..,
delivered, and subject to such- mortgage liens and leasehold, interests
as provided in Section 104 hereof) its' -successors in interest and
`
assigns, in. the Property, and the revesting of title thereto in the
City: ,',Provided, that any delay by the'City in 'instituting or
prosecuting any such actions or proceedings or otherwise asserting
this 'Article V1 operate as a waiver of
its r'i hts under L shall not '
9
such rights or to deprive it of or limit such rights in any way (it
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being the intent of ;this provision that the City should not be
constrained (so as to°avoid the risk of being deprived of or
limited in the exercise of the remedy provided in this Section
because of,concepts of.waiver, laches,' estoppel;; or otherwise), to
exercise such remedy at a time', when it may still hope otherwise to
resolve the problems created by the default involved); nor shall
any waiver in fact made by the City with respect to any specific
'
default by the Redeveloper under this Section be considered or',
treated as a'waiver of the rights of the Cityf,with respect to any
oher defaults by p the Redeveloper this'Se ction or with
' t
respect to the particular;default'except to the extent specifically
waived in writing.
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SECTION 707. IMPOSSIBILITY OF PERFORMANCE BY CITY PRIOR TO CONVEYANCE OF
PROPERTY: Should at any time prior to the conveyance of title to
any 1'rojierty under this Agreement, the City of Iowa City, Iowa be
enjoined fromsuchconveyance or prevented lrom so doing by any
order or decision or ac;L of any judicial, legislaLive or execuLive
body having authority in the premises, the City dt its option limy
terminate this Agreement and any obligations incurred by either
party shall cease. In the event of such termination, the City
shall not be responsible for any damages, expenses or costs incurred
by the Redeveloper by 'reason of such termination. it is further
agreed and understood that the City shall have no liability for
failure to deliver title to such Property or any part thereof to
the Redeveloper after making a good faith attempt to do so.
SECTION 708. ENFORCED DELAY IN PERFORMANCE FOR CAUSE BEYOND CONTROL OF
_t . pro visions of the Agreement,
PARTY. For rthe purposes of any o e
neither the City nor the Redeveloper, as the case may be, nor any
successor in interest, shall:,be considered in breach of, or default
in, its obligations with respect to this Agreement in the event of
enforced delay in the performance of such obligations due to,unfore-
seeable causes beyond its control and without its fault or negligence,
t restricted to, acts of God, acts o f the public:
including, but no .
enemy, acts'of the other party, fires, floods, epidemics, quarantine
restrictions, strikes', and usually severe weather or-delays of
subcontractors due to such causes; ,it being the purpose and intent
of'tnis provision that in the event ofithe occurrence of any such.
enforced delay, the time or-times for performance of the obligations
of the City or of the: Redeveloper under this Agreement, as the case
mayl'be, shall be extended for, the period of the enforced delay as,
determined by the City: Provided, That the party seeking the
benefit of the provisionsoft Section shall, within ten (10)
days after the beginning of'any such enforced delay, have first
notified the ,other party thereof in writing', and of the cause or
causes thereof, and requested an extension for the period of the
enforced delay.
SECTION 109. RIGHTS AND REMEDIES CUMULATIVE'. The rights and remedies
of the parties to the Agreement, whether provided by law or,by the
Agreement, shall be cumulative, and the exercise by either party of
any one or more of such remedies shall, not preclude the exercise by
it,'at the same or different,' times, of any other such remedies for
tlie'same:default or:,breach or of any of its remedies for any other
default or breach by ,the other', party. No waiver made by either
such party with respect to the performance, or manner or time
thereof, or any obligation of the other party or any condition to
G.
its own obligation under the Agreement shall be considered a waiver
of any rights of the 'party making the waiver with respect to thq
particular obligation of the other party or condition to its own
obligation beyond those expressly waived in writing and to the
-
extent thereof, or a waiver in any respect in regard to any other
rights of the party making the waiver or any, other obligations: of
,,
the other party.
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SECTION 710. PARTY IN POSITION OF SURETY WITU'RESPECT TO OBLIGATIONS.
T e Re eve o1)er, or ttse an its successors and assigns, anUfor
all other persons who are or who shall become, whether by express
or implied assumption or otherwise, liable upon or subject to any -
obligation or burden under the Agreement, hereby waives, to the
fullest extent permitted by law and equity, any and all claims or
defenses otherwise available on the ground of its (or their) being
or having become a person in the position of a surety, whether
real, personal, or otherwise or whether by agreement or operation
of law, including, without limitation on the generality of the
foregoing, any and all claims and defenses based upon extension of
time, indulgence, or modification of terms of contract.
ARTICLE Viii; MISCELLANEOUS
SECTION 801. CONFLICT OF INTERESTS; CITY REPRESENTATIVES NOT INDIVID
Y T D'E>- o mem er; o tcta ,,or emp ogee o t e tty s a,ll
ave any personal ii�teresY as defined in Chapter 403,'Code of Iowa
direct or indirect, in the Agreement, nor 'shall any such
.1977,
member, offical, or;employee participate in any decision relating'
to the Agreement which affects his personal interests or the
which
interests of any ;corpora tion, partnership, or association in
he is, directly or indirectly, interested. No"member; official, or
employee of the City, hall be, personally liable to the, Redeveloper,
or any successor in interest,,in the event of any default or breach
ch ma 'become due to the Rede-
the or for an amount wht y
by, Ct y Y
veloper or successor', or on any obligations under the terms of the
Agreement.
SECTION 802. E UAL EMPLOYMENT OPPPORTUNITY. The Redeveloper, for
ltse f an successors an assigns, agrees ,that during the
,its
construction of theImprovements provided for in the Agreement:
(a) The Redeveloper, will not discriminate against any employee or
applicant for employmentbecause of race, color, religion, .
sex, disability; sexual orientation, marital status, or -.
national origin." The Redeveloper will take affirmative action
to insure' that!,applicants'are employed, and that employees are
u 're and t o their 'race
''treated.during'employment, witho t g
color; religion, sex, disability, sexual'orientation, marital
t s sex'. or national origin. Such action shall t nclude.
status, 9
,
upgrading,
' intted'ta the follbwin :' employment,P9 9
the 1
but no 9
demotion, or transfer;' recruitment or recruitment'' advertising;
layoff or termination; rates of pay or other forms of compen-
sation; and selection for 'training, including apprenticeship'.
The Redeveloper agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be
provided by the City setting forth the provisions of this
nondiscrimination clause'.
u
(b) The Redeveloper will, in all solicitations or, advertisements
•
for employees placed, by or on behalf of the Redeveloper,: state
>',
that the Redeveloper is an equal opportunity employer.
(c) The Redevper will send to each labor union or representative
er has a collective
which the Redeveloper bargaining
of workers with velo
agreement or other contract or understanding, a notice, to be
provided,advising the labor union or workers' representative
of the Redeveloper's commitments under Section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and
applicants for employment.
(d); The Redeveloper will comply with all provisions of Executive
Order 11246 of September 24, 1965, and of the rules, regulations,
and relevant' orders of the Secretary of Labor.
(e) The Redeveloper will furnish all information and reports
required by Executive. Order 11246 of September 24, 1965, and
by the rules,, regulations, and orders of the Secretary of
Labor or the Secretary of Housing and Urban Development pursuant
thereto, and will permit access to the Redeveloper's books,
" records, and accounts by the City, the Secretary of Labor for
purposes in investigation to ascertain compliance with such
rules; regulations, and orders.,
ent of the Redeveloper's noncompliance with the non-
f �''In,the ev P
discrimination clauses of this Section,'or;with'any of the
said rules, regulations, or orders, the Agreement may be
canceled, terminated, or suspended in whole or in part and the
Redeveloper may be declared ineligible for 'further Government
contracts or federally assisted' construction contracts in
accordance with, procedures authorized in Executive, Order 1,1246
of September 24 1965, and su& other sanctions may be imposed
and remedies invoked as provided in Executive Order 11246 of
September 24; 1965, or by rule,, regulation; or ,order of the
Secretary of Labor, oras'otherwise provided by law.
(g) The Redeveloper will include the provisions of Paragraphs (a)
through (g) of this Section in every contract or purchase
order,, and will require the inclusion of these provisions in
everylsubcontract entered into by any of its contractors,
unless exempted by rules, regulations, or orders of the Secretary
of ',Labor issued,' pursuant to Section 204 of Executive Order
11246'of September 24, 1965, so that such provisions will be
binding upon each such contractor, subcontractor, or vendor,
as ''the case may be., The Redeveloper will take such action
with respect ect to an construction contract, subcontract, or
purchase order as the City or the Department of; Housing and -
Urban Development may direct as a means of enforcing such
provisions, including, sanctions for noncompliance: ,Provided,
inv�d
however, That in the event the Redeveloper becomes
in, oris threatened with, litigation with a subcontractor or
vendor as a result of such direction by the City or the DPpart-
;1:
ment of,Housing and Urban Development; the Redeveloper may
request the United States to enter into such litigation to
protect the interests of the United States.
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SECTION 403.- PROVISIONS NOT MERGED WITH DEED. None of the provisions
�07 the greement are intr enTd to or —siaTI be merged by reason of
any deed transferring title to the Property from the City to the
Redeveloper or any successor in interest, and anysuchdeed shall
not be deemed to affect or impair the provisions and covenants of
the Agreement.
SECTION 804. TITLES OF ARTICLES AND SECTIONS. Any titles of ;the several
parts, ArticTes, an Sections of the Agreement are inserted for
convenience of reference only and shall be disregarded in construing
III
or interpreting any of its provisions.
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