HomeMy WebLinkAbout1983-10-17 ResolutionCi
RESOLUTION NO. 83-341
RESOLUTION AUTHORIZING EXECUTION OF URBAN RENEWAL
CONTRACT AND DELIVERY OF DEED FOR
URBAN RENEWAL PARCEL 64-1b (HOTEL PROJECT)
WHEREAS, the City of Iowa City has solicited bids for the construction of
a hotel on Urban Renewal Parcel 64 -lb in downtown Iowa City, and,
WHEREAS, on September 13, 1983, the City Council adopted Resolution No.
83-297 giving notice of its intention to accept an urban renewal
redevelopment proposal from Mid -City Hotel Associates - Iowa City, a sole
proprietorship owned by Or. Harry A. Johnson, Jr., and,
WHEREAS, the City of Iowa City does wish to accept the redevelopment
proposal of Mid -City Hotel Associates - Iowa City providing for the
redevelopment of Urban Renewal Parcel 64-1b.
NOW, THEREFORE, BE IT RESOLVED as follows:
1. That pursuant to the provisions of Chapter 403 of the Code of Iowa
the Mayor Pro -Tempore and the City Clerk are authorized and directed
to execute on behalf of the City the attached contract for sale of
land for private redevelopment between the City and Mid -City Hotel
Associates - Iowa City.
2. That the Mayor Pro -Tempore and the City Clerk are authorized and
directed to execute deeds and other conveyances as needed to carry
out the terms and provisions of the redevelopment contract.
3. The Mayor, Mayor Pro -Tempore and the City staff are authorized to
make non -material changes in the contract prior to execution thereof
without the necessity of further City Council action if
circumstances require.
It was moved by Lynch and seconded by Dickson the
Resolution be adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
X
Balmer
_ X_
Dickson
X
Erdahl
_ Lynch
McDonald
_
X Neuhauser
X
_
Perret
Passed and approved this
17th day of October 1983.
MAYOR Pro for
ATTEST:
CI1 CLERIC
,04
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CONTRACT FOR
SALE OF LAND FOR PRIVATE DEVELOPMENT
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
"Agreement"), made on or as of the October 18. 1983 , 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
Mid -City Hotel Associates - Iowa City (a sole proprietorship, owned by Or.
Harry A. Johnson, Jr.) (hereinafter called "Redeveloper") and having an
office for the transaction of business at 3100 West Lake Street,
Minneapolis, Minnesota 55416. 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
(hereinafter 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, consisting of
the Urban Renewal Plan, dated September 3, 1969, by Resolution No. 2157,
as amended from time to time and as it may hereafter be further amended
pursuant to law (as to constituted, is unless otherwise 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 558, at page 40, 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 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 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
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WHEREAS, the City believes that the redevelopment of the Property pursuant
to the Agreement, and the fulfillment generally of the Agreement, are in
the vital and best interests of the City and 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 require-
ments 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 obliga-
tions 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 terms, covenants, and conditions of the Agreement, 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 therefor, the amount set forth in Schedule B hereof,
subject to the terms and conditions of Section 2 of this Agreement.
The amount set forth in Schedule B, hereinafter called "Purchase
Price," is 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
the 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 II,
hereof, and to all other conditions, covenants, and
restrictions 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.
(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.
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(c) Recording of Deeds. The Redeveloper shall promptly file the
Deed for
recording among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs for so recording said
Deed. This Contract for Sale of Land for Private Redevelopment
shall also be recorded at the Johnson County Recorder's Office.
Upon recording of the Deed, the real property herein described
shall be deemed taxable real estate under Iowa property tax law.
Further, the Redeveloper shall be responsible for all such
property taxes from the date of recording of this contract of
Sale of Land for Private Redevelopment. In the event legal
title is not delivered to the Redeveloper, parties agree that
said taxes will be prorated between the Redeveloper and the
City between applicable date of possession and the date of
termination or expiration of this contract. Such contract
shall not be recorded until such time as all contingencies are
satisfied relative to financing.
(d) Delivery of the Abstract. The City will furnish to the
Redeveloper in advance of the closing on the 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 herein specified. The abstract 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 conveyance. The
cost of obtaining an attorney's examination of the abstract for
title opinion and/or the cost of obtaining title insurance, if
required, shall be at the expense of the Redeveloper.
(e) Delivery of Property. 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. 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 property as called for in Schedule C to the
Redeveloper, the Redeveloper shall have the option of
rescinding the development contract 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 obliga-
tion to accept the parcel involved and the City shall, in such
event, promptly refund the Redeveloper's good faith deposit,
referred to in Section 3 hereof. 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
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deliver land to the Redeveloper as 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 Developer. In the event the Redeveloper fails to
accept delivery of and pay for the property described herein, as
called for in this Agreement, the City may, at its option, call
the entire Agreement in default, serve a proper notice of
forfeiture upon the Redeveloper, and terminate this Agreement
in its entirety.
(g) Condition Precedent to Conveyance. The City's obligation to
convey to the Redeveloper title to the property described
herein is subject to the condition precedent concerning
financing as set forth in Schedule C hereof.
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 faith deposit in the amount of Five Thousand Dollars
($5,000.00), a certified check satisfactory to the City in the
amount of Five Thousand Dollars ($5,000.00), hereinafter 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, as the case may be, in accordance with the
Agreement.
The Deposit, certified check, shall be deposited in an account
of the City in a bank or trust company selected by it.
(b) 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) Retention by Cit4. Upon termination of the Agreement as
provided in 5ections 703 and 704 of Part II hereof, the Deposit
or the proceeds of the Deposit, if not heretofore 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 II hereof.
(d) Return to Redeveloper. Upon issuance of both Certificates of
Completion as called for in Section 305 of Part II hereof, or
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.
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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.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) 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 subsequent to the
time for conveyance set forth in Schedule C hereof.
(b) 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.
(c) 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 theuse 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.
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
3100 West Lake Street
AND Minneapolis, Minnesota 55416
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(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, Iowa 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.
SECTION 9. TELEPHONE EASEMENT MATTER
Any of the other provisions of this contract to the contrary
nothwithstanding, the parties agree as follows with respect to
certain telephone lines, conduits, and the relocation thereof from
the South Dubuque Street right-of-way:
The parties understand that there are presently located in the
South Dubuque Street right-of-way telephone lines and conduits
owned and maintained by Northwestern Bell Telephone Company.
The City agrees to cause these lines and conduits to be
relocated to a new easement area to be provided to the telephone
company by the redeveloper. This relocation of telephone lines
and conduits will permit redeveloper to construct the hotel
without the interference of those lines and conduits.
Redeveloper understands that it is the City's position that the
cost of this relocation should be the expense of Northwestern
Bell Telephone Company. The City agrees to protect and hold
redeveloper harmless from the direct cost of relocation of the
telephone lines and conduits. However, the City does not assume
any liability for any other costs resulting of the existence of
or relocation of the lines and conduits and such other costs
shall be paid by redeveloper including without limitations the
expenses of protecting the existing lines and conduits during
the construction of the hotel to the extent the same are not
paid by the telephone company and the redeveloper shall save the
City harmless from and against such costs or expenses.
SECTION 10: UDAG AGREEMENT
The parties understand that the hotel project is being partially
financed through an Urban Development Action Grant to be received by
the City of Iowa City from the United States Department of Housing
and Urban Development and made available by the City to the
redeveloper. The parties understand and agree that this contract
shall be subject to the terms and provisions of the finally executed
UDAG grant agreement.
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SECTION 11: PEDESTRIAN AND UTILITY EASEMENTS
The redeveloper agrees to provide to the City pedestrian easements
permitting pedestrian access from the area of College Street on the
north of the hotel to the Dubuque Street area to the south of the
hotel in two locations. The pedestrian easement and a utility
easement shall be between the hotel building proper and Urban Renewal_
Parcel 82-1a (the present location of Bushnell's Turtle). The other
pedestrian easement shall be through the lobby and public plaza area
of the hotel building itself. These easements shall be provided
either by reservation in the deed to the redeveloper or by subsequent
conveyance from the redeveloper to the City. The parties agree to
negotiate reasonable and workable provisions for maintenance,
security, and other mutual concerns for the easement areas. It is
generally intended that the maintenance of the portions of the
easement areas located inside the hotel building shall be paid for by
the redeveloper. The parties agree that the easement agreements
shall provide for full pedestrian access from the area north of the
hotel to the area south of the hotel on a 24 hours per day basis.
SECTION 12: PARKING AND ALLEY EASEMENT AGREEMENTS
The parties will be entering into separate written agreements
concerning provision of parking to the hotel site and access to the
hotel site from Linn Street.
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IN WITNESS WHEREOF, the City has caused the Agreement to be duly executed
in its name and behalf by its Mayor Pro Tem and its seal to be hereunto
duly affixed and attested by its City Clerk, and the Redeveloper has
caused the A reement to b d 1
g e u y executed in its name and behalf by its
sole proprietor, on or as of the day first above written.
ATTEST:
CITY OF IOWA CITY, IOWA
\ _I �
)11„..� 2! ! / BY: ISM/ t CY I Lry+�-
CITY CLERK MAYOR PRO TEM
Mid -City Associates - Iowa City
BY: IL
STATE OF IOWA
Harry A. ns n, Jr. Sole Propr for
)
ss
COUNTY OF JOHNSON )
On this/ %f/day of /1r� A.D., 198.3 , before me, a Notary
Public du y commissioned and qualified in and for said County and State,
personally appeared David Perret, Mayor Pro Tem of the City of Iowa City,
Iowa, and Marian Karr, City Clerk of said City, each being to me
personally known to be the identical persons and officers named in the
foregoing instrument, who executed the same under and by virtue of the
authority vested in them by the City Council of said City, and each for
himself/herself acknowledged the execution thereof to be his/her
voluntary act and deed for purposes herein expressed.
`nd/Jin
STATE OF �i�OW/l:M °j Notary Putllic in and 1`oX0 the State of Iowa
��..((,`,
�� ) ss
COUNTY OF..JWft �''i)
On this 2a day of 2��awl , A.D., 198,31 before me, a
Notary Public duly commissioned and qualified in and for said County and
State, personally appeared Harry A. Johnson, Jr., sole proprietor of Mid -
City Hotel Associates - Iowa City, personally known to be the identical
person named in the foregoing instrument who executed the same under and
by virtue of the authority vested in him, and for himself acknowledged the
execution thereof to be his voluntary act and deed for purposes herein
expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal aim
r"tea ri- Q, the day and year last
above written.
RICHARD D. PETERSON Notary Public in and far the State of Fergie 1lAfSo�A
NOTARY PUBLIC _ G;117YC^0iA
RAf,SCEY C0; HT
Y
"�'•^" MY:/;
~�W OJi'NiJJNpsa Nra�GilJ!
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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:
Commencing at a point of reference at the Northeasterly corner of said
Block 64;
thence South 89°59'20" West 222.00 feet along the Northerly line of said
Block 64 to the point of beginning (this is an assumed bearing for
purposes of this description only);
thence South 0°07'00" East 199.54 feet along a line parallel with the
Easterly line of said Block 64 to a point on a Northerly outside face of
wall of a parking ramp;
thence North 89055'47" West 79.34 feet along the said Northerly outside
face of wall to a point on an Easterly outside face of wall of said parking
ramp;
thence North 0°04114" East 3.24 feet along the said Easterly outside face
of wall to a point on a Northerly outside face of wall of said parking
ramp;
thence North 89041'37" West 20.40 feet along said Northerly outside face
of wall and said line extended to a point on the Westerly line of said
Block 64;
thence North 45004'10" West 64.54 feet to a point of intersection with the
Southerly line of Lot 1 of said Block 82, extended Easterly;
thence North 0°04'10" West 45.56 feet along the Westerly line of said
Block 64 to a point of intersection with the Southerly line of.Lot 1, of
said Block 82, extended Easterly;
thence North 89058'12" West 72.86 feet along the said Southerly line of
said Lot 1 extended Easterly to a point;
thence North 0004110" West 150.74 feet along the West line of the East
38.50 feet of said lot 1 to a point on the Northerly line of said Block 82;
thence South 89047125" East 78.50 feet along the Northerly line of said
Block 82 and said line extended to a point on the centerline of said
Dubuque Street.
thence North 89159'20" East 139.57 feet along the Northerly line of said
Block 64 extended Westerly and the Northerly line of said Block 64 to the
point of beginning,
and subject to easements and restrictions of record, and containing 38,690
square feet, more or less.
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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:
Commencing at a point of reference at the Northeasterly corner of said
Block 64;
thence South 89°59'20" West 222.00 feet along the Northerly line of said
Block 64 to the point of beginning (this is an assumed bearing for
purposes of this description only);
thence South 0°07'00" East 199.54 feet along a line parallel with the
Easterly line of said Block 64 to a point on a Northerly outside face of
wall of a parking ramp;
thence North 89055'47" West 79.34 feet along the said Northerly outside
face of wall to a point on an Easterly outside face of wall of said parking
ramp;
thence North 0°04114" East 3.24 feet along the said Easterly outside face
of wall to a point on a Northerly outside face of wall of said parking
ramp;
thence North 89041'37" West 20.40 feet along said Northerly outside face
of wall and said line extended to a point on the Westerly line of said
Block 64;
thence North 45004'10" West 64.54 feet to a point of intersection with the
Southerly line of Lot 1 of said Block 82, extended Easterly;
thence North 0°04'10" West 45.56 feet along the Westerly line of said
Block 64 to a point of intersection with the Southerly line of.Lot 1, of
said Block 82, extended Easterly;
thence North 89058'12" West 72.86 feet along the said Southerly line of
said Lot 1 extended Easterly to a point;
thence North 0004110" West 150.74 feet along the West line of the East
38.50 feet of said lot 1 to a point on the Northerly line of said Block 82;
thence South 89047125" East 78.50 feet along the Northerly line of said
Block 82 and said line extended to a point on the centerline of said
Dubuque Street.
thence North 89159'20" East 139.57 feet along the Northerly line of said
Block 64 extended Westerly and the Northerly line of said Block 64 to the
point of beginning,
and subject to easements and restrictions of record, and containing 38,690
square feet, more or less.
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Utility Easements
Parts of Block 82 and Dubuque Street, Original Town, Iowa City, Iowa as
shown on plat recorded in Johnson County Recorder's Office, Book 1,
Page 116; more particularly described as follows:
Easement 1: Commencing as a point of reference at the northeasterly
corner of Block 82; thence south 89047125" east 4.50
feet to point of beginning; thence south 89047125"
east 35.50 feet to a point on centerline of Dubuque
Street right-of-way; thence north 89059120" east
29.50 feet; thence south 00000'40" east 15.00 feet;
thence south 89059120" west 20.00 feet; thence north
00000140" west 5.00 feet; thence south 89059120" west
9.50 feet to a point on centerline of Dubuque Street
rigt-of-way; thence north 89047'25" west 35.50 feet;
thence north 00012' 35" east 10.00 feet to point of
beginning.
Easement 2: Commencing as a point of reference at the northeasterly
corner of block 82; Thence north 89047125" west 28.50
feet to point of beginning; thence south 00004'10" east
110.00 feet; thence south 48030'29" east 61.48 feet;
thence north 89058'12" west 56.00 feet; thence north
00004'10" west 150.74 feet; thence south 89047'25" east
10.00 feet to point of beginning.
P
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SCHEDULE C
TIME FOR CONVEYANCE
PARCEL NO. DATE
64-1b On or before
February 1, 1584
This Contract is subject to the obtaining of satisfactory financing
arrangements via Industrial Revenue Bonds financing. In the event such
financing is not obtained all sums tendered under this contract shall be
refunded and this contract cancelled and any property deeded to buyer
shall be reconveyed to the City without lien or encumbrance, at buyer's
option.
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ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT
SECTION 101. DEMOLITION AND SITE CLEARANCE. It is agreed that the City shall
convey and the redeveicper shall accept the property set forth in Schedule A of
this agreement AS IS (except that the City shall remove the pavement of the
existing parking lot and improvements on City Plaza prior to the Redeveloper's
obligation to commence construction or through mutual agreement by the City and
the redeveloper) and it is expressly 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. CITY'S RESPONSIBILITIES FOR CERTAIN OTHER ACTIONS. The City,
Without expense 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. 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.
JCLIlUIY JUJ. wnlvtrc ur CLAIMS AND JOINING IN PETITIONS BY REDEVELOPER. The
Redeveloper hereby waives as the purchaser of the Property under the Agreement
and as the owner after the conveyance of the Property provided for in the
Agreement) any and all claims to award 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 102 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.
This paragraph shall not be construed, however, as relieving the City from
liability and responsibility for performance of written agreements entered into
between the City and the redeveloper for the provision of parking, and the
construction and maintenance of an alley to the east of the hotel.
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 appropriate, 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.
------•�wr�n 11Vi IV W"31111.11,1 uvtrc u11L1lY EASEMENTS. The
shall not cons
Redeveloper truct any building or other structure or improvement
on, over, or within the boundary lines of any easment for public utilities
described or referred to in Paragraph (1), Section 2 of Part I hereof, unless
such construction is provided for in such easement
M
or has been approved in writing by the City Engineer, or the authorized
representative of an affected public utility.
SECTION 203. ACCESS TO PROPERTY. Prior to the conveyance of the
Property 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 times for the purpose of obtaining
data and making various tests concerning the Property necessary to carry
out the Agreement. After the conveyance of the Property by the City to
the Redeveloper, the Redeveloper shall permit employees, agents or
representatives of the City access to the Property at all reasonable times
for the purposes of the Agreement,
including,
connection with the construction
inspection of all work being performed innor shall
of the Improvements. No y any compensation for the accessyprovided for in this
charge be made in any form by any party
Section.
ARTICLE
IMPROVEMENTS ;CERTIFICATE OF COMPLETION CONSTRUCTIONRUCTION PLANS; OF
SECTION 301. PLANS FOR CONSTRUCTION OF IMPROVEMENTS.
Sshallenever used in
include a site
this Agreement, the term pre tmtnar design p
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 determine the intentions of the
Redeveloper. These documents have been prepared by the City architect and
will be utilized and accepted by the Redeveloper as an integral part of
the Redeveloper's offer. The term "construction plans shall mean all
plans, specifications, drawings, or other information
to and
be
submitted for issuance of any permit called for by applicable
ordinance subsequent to the designation of the Redeveloper. The term
"Improvements" as used in this Agreement, shall be deemed
orto make
other
reference to any buildings, structures, renovations, relimothe
improvements as provided for and specified in this Agreement, p y
design plans, and construction plans.
The Redeveloper shall, prior to the construction of the Improvements
called for in this Agreement, submit for approval by the City Council
construction plans, and such other information as is necessary r oaltof
he
City Council to determine thshenCestiCouncilthe shalredeveloper. ay relieve the
such construction plans by Y
Redeveloper of the responsibility
obtainingsall randtlocalermits and
otherwise fully complying applicable
ordinances. Following approval of the construction plans by the City
Council, the Redeveloper shall obtain all permits required by applicable
City codes and ordinances.
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 and construction plans as approved by the City
Council.
CEiCONSTRUCTION
er
make any changestntheconstruct onLpNae
ns after their approval dvalbyt
res
tothe
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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.
= neueveioper agrees for itself, its successors and assigns, and every
successor in interest to the Property, or any part thereof, and the Deed
shall contain covenants an 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
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
hereof, the Redeveloper shall make reports, setting 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 appropriate 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 satisfaction and termination of the agreements and
covenants in the dates for the beginning and completion thereof:
Provided, that if there is upon the Property a mortgage insured, or
e -Td 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 determination of the Federal Housing
Administration as to such completion of the construction of the
II -3
,
Improvements in accordance 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
certification provided for in this Section. Such certification and
such determination shall constitute evidence of compliance with or
satisfaction of any obligation of the Redeveloper to any holder of a
mortgage, or any insurer of any 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 (Schedule D) hereof, the Redeveloper
mayLconvey 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 Agreement. 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 Improvemetns
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 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 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 accordance with the provisions of this
Section, the City shall, within thirty (30) days after written
request by the Redeveloper, 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.
ARTICLE IV. RESTRICTIONS UPON USE OF PROPERTY
SECTION 401. RESTRICTIONS ON USE. The Redeveloper agrees for itself,
an 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
II -4
M,
(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 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.
provide, that the agreements ressly
and covenants provided in Section 401hereofshall be covenants running with the land and that they shall, in any
event, and without regard to technical classifications 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, 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 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 I hereof (at which
time such agreement and covenant shall terminate) and that the agreements
and covenants provided in subdivision (b) of Section 401 hereof shall
remain 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 interst 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 UFban RenewalPlan, 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
amplification, and not in restriction, of t e 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 subdivision (b) of Section 401
hereof, both for and in their or its own right and also for the purposes of
protecting the interest 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
II -5
WA
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 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 covenant provided in subdivision (b) 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 propery 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 AGAINST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS TO REDEVELOPMENT. The Redeveloper
represents and agrees that t,1 purchase of the Property, and its other
undertakings pursuant to the Agreement, are, and will be used, for the
purpose of the redeveloment of the Property and not for speculation 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
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 involving
or resulting in a significant change in the ownership 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 stockholders,
are of particular concern to the community and the City. The Redeveloper
further recognizes that it is because of the recognition 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 fait
performance of all undertakings and covenants in the Agreement. hful
lEseif, and all persons holding an interest therein, theirs es 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 Redeveloper 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.
II -6
Em
Also, for the foregoing reasons cue neuevem
itself, and its successors and assigns, that:
(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 acquiring the property
and 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 Improvements as
certified by the City, make or create, or suffer to be 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 305 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 this 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 undertaken 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 satisfactory
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 subject to all the conditions and restrictions to which
the Redeveloper is subject (or, in the event the transfer is of
or related to part of the Property, such obligations,
II -7
FRIM
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 transferee or
on its behalf shall not exceed an amount representing the actual
cost (including carrying charges) to the Redeveloper of the
Property (or allocable to the part thereof or interest therein
transferred) and the Improvements, 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 prior to the issuance of the certificate of completion as
set forth in Section 305 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 subdivision (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 obligations with respect thereto.
SECTION 504. INFORMATION AS TO HOLDERS OF INTEREST IN REDEVELOPER. In
order to assist in the effectuation of the purposes of this Article 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 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
II -8
�-I
(b) the Redeveloper shall, at such times as the City may request, furnish
the City with a complete statement, subscribed 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 respective holdings, and in the event any other
parties have a beneficial interest in such holdings their names and
the extent 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 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.
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
SECTION 601. LIMITATION UPON ENCUMBRANCE OF PROPERTY. Prior
completion of the mprovements, ato the
s cert f ed 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 transaction creating
any mortgage or other encumbrance or lien upon the Property, whether by
express agreement or operation of law, or suffer any encumbrances 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 Redeveloper (or
successor in interest), be divided, 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
i
whicare or are ntended
of the proves ons n the Agreement, nc ud ng but not limited to those
h to be covenants running with the land, the
holder of any mortgage authorized by the Agreement (including any such
10 l
a result
Offoreclosureaproceedings, oreactionrin lieunProetor thereof, butonotsincluding
(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
way be obligated by the provisions of the Agreement to construct or
II -9
Rojo
Com
lete
ts or
uarantee
completion the nor shallanycovenanttor any other provisioco construction
in the or
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 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.
SECTION 603. COPY OF NOTICE OF DEFAULT TO MORTGAGEE. Whenever the City
shall deliver any notice or demand to the 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 referred 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
extent to the art of the Proert covered by
cure or remedy such breach or default (or such breach or default to the
mortgage)hand
i to addates the cost thereof to the mortgaged bt and the fenits
its mortgage: Provided, that if the breach or default is with respect to
construction of the mprovements, 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
(beyond the extent undertake or continue the construction or completion of the Improvements
construction already nmade) awithoutto c first ehavinor grexpresslotect y rassumeds or
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
relating tos. thesuch
Property holder
orwho
applicab all pplicable party thereofe the shallbepentitleds
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 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.
in any case, where, subsequent to default�or breach by the2C Utbl URNRedeveloperY(or
successor in interest) under the Agreement, the holder of any mortgage on
the Property or part thereof
II -10
• •o
(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 construction 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 completion of
the Improvements with respect to the Property by the Redeveloper 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 Improvements 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
debts 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 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, 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 otherwise, 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
includ ng 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 shal 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 or condition secured by
such mortgage or deed of trust,including, but not limited to, the Federal
Housing Commissioner, the Administrator 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 Agreement,
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 diligently pursued, or the default or
breach shall not be cured or remedied within a reasonable time, the
aggrieved party may institute such proceeedings as may be necessary or
desirable in its option 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.
event that the CRY does not tender conveyances ovctheCEhe roperty, for
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 reasonable 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 Redeveloper 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 reasonably allocable to the portion of the property not
conveyed and this agreement with respect of the property not conveyed
shall be terminated, rrOvided, it is hereby expressly agreed that in the
event this agreement sfi
thiterminated pursuant to this Section each party to
s 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 TO CONVEYANCE. In the event that
F rior to conveyance of the Property to the Redeye oper, 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 Redeveloper fails ntoycure anance by t this the
any default he City Orrfailure suant owithin Athirty (30ordays
from the date of written demand by the City, then this Agreement, and any
rights of the Redeveloper, or any assignee or transferee, is 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 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.
II -12
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, 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 mechanic's 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 satisfactory 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 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 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 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, 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 Improvements
constructed thereon, and that such title and all rights and interests of
the Redeveloper, and any assigns or successors 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
II -13
,?Olt
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 therefore as provided in Section 305 hereof or
on which the Improvements to be constructed thereon are in fact
proceeding with construction on an approved schedule and for which a
certificate of completion would be issued in normal course.
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.ileposit or any portion thereof,as provided in
Paragraph C, Section 3 of Part I hereof, without any deduction,
offset or recoupment whatsoever, in the event of a default, violation
or failure of the Redeveloper as specified in this Section.
Upon the revesting in the City of title to the rroperty ur a pur61un
thereof 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 therof (subject
to such mortgage liens and leasehold interest as in Section 704 set forth
and provided) as soon and in such manner as the City shall find feasible
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 thereofshall be ap ied:
(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 wiht 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 thereto in the City
or to discharge or prevent from attaching or being made any
subsequent encumbrance 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 the amountequal tourse Redeveloper,
(1)the sm of the purchase price paid byit
up
a? 0 `T.D
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.
y... --wl e66wns or proceeoings 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 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 certificate 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 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 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 by 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 of the particular
default except to the extent specifically waived in writing.
yr rnvrcnir. bnouia at any time prior to the conveyance of title to any
Property under this Agreement, the City of Iowa City, Iowa be enjoined
from such conveyance or prevented from so doing by any order or decision
or act of any judicial, legislative 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.
rnn�I. rur cne purposes or any or 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
II -15
•'•
delay in the performance of such obligations due to unforeseeable causes
beyond its control and without its fault or negligence, including, but not
restricted to, acts of God, acts of public enemy, acts of the other party,
fires, floods, epidemics, quarantine restrictions, strikes, litigation
and unusually 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 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 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, 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 the same default or breach
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.
SECTION 710. PARTY IN POSITION OF SURETY WITH RESPECT TO OBLIGATIONS.
The Redeveloper, for itself and its 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 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
INDIV D�IABL . No member, official, or employee of the City shall
have any personal7nterest as defined in Chapter 403, Code of Iowa 1979,
direct or indirect, in the Agreement, nor shall any such member, of icial,
or employee participate in any decision relating to the Agreement which
affects his/her personal interests or the interests of any corporation,
partnership, or association in which he/she 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
x090
become due to the Redeveloper or successor or on any obligations under the
terms of the Agreement.
SECTION successors
EQUAL EMPLOYMENT OPPORTUNITY. The Redeveloper, for itself
and its ccessors 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, age, creed, 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 status, sex, age,
creed, 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 compensation; 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 nondiscriminatory 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 union or representative of
workers with which the Redeveloper has a collective bargaining
agreement or other contract or understanding, a notice, to be
provided, advising the labor union or workers' representative of the
Redeveloper's commitments under the City of Iowa City's Contract
Compliance Program, and shall post copies of the notices in
conspicuous places available to employees and applicants for
employment.
(d) The Redeveloper will comply with all provisions of the City of Iowa
City's Contract Compliance Program.
(e) In the event of the Redeveloper's noncompliance with the non-
discrmination 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.
(f) The Redeveloper will include the provisions of Paragraphs (a)
through (f) of this Section in every contract or purchase order, and
will require the inclusion of these provisions in every subcontract
entered into by any of its contractors unless a specific exemption is
approved by the City Council 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
may direct as a means of enforcing such provisions, including
sanctions for noncompliance: Provided, however, that in the event
II -17
ao 90
the Redeveloper becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such
direction by the City, the Redeveloper may request the City to enter
into such litigation to protect the interests of the City.
SECTION 803. PROVISIONS NOT MERGED WITH DEED. None of the provisions of
the Agreement are ntended 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.
SECTION 804. TITLES OF ARTICLES AND SECTIONS. Any title 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.
—I
1
City of Iowa City
MEMORANDUM
Date: October 14, 1983
To: City Council
From: ndrea Hauer
Re: Urban Renewal Disposition Contract for Parcel 64-1b (Hotel)
There are three items on the October 17, 1983, agenda relating to the
hotel project. The first and second items - a public hearing on the
vacation of the South Dubuque Street right-of-way and the ordinance
formally vacating the right-of-way - are as the Council previously
discussed. If the vacation is approved, the Council may then proceed with
the land disposition contract.
This contract has several new amendments. These are as follows:
1. Section 9 (see page I-6) was drafted to address the issue of the
telephone company cable presently located on the site. The City has
indicated the telephone company is responsible for the relocation'
costs of its lines and conduits while the telephone company has
indicated that the City and/or the developer are responsible for
these costs. This issue is under review by the legal staff at this
time. The language in this section reflects the City's position that
the phone company is responsible for these costs.
2. Section 10 (see page I-6) references the Urban Development Action
Grant Agreement and notes that this contract will be subject to the
terms and provisions of the finally executed Grant Agreement.
3. Section 11 (see page I-7) reserves pedestrian easements. The first
pedestrian easement would be maintained through the hotel lobby and
the second is parallel along the hotel's western exterior wall
(adjacent to Bushnell's Turtle). In addition, a utility easement is
reserved for City lines which are necessary for the operation of City
Plaza.
4. Section 12 (see page I-7) indicates that separate agreements will be
executed for parking and for an alley easement. This alley easement
would run from Linn Street to the hotel's eastern boundary.
bj5/2
0?0 90
J
�J'L.zIiL�L-[C
Utility Easements
Parts of Block 82 and Dubuque Street, Original Town, Iowa City, Iowa as
shown on plat recorded in Johnson County Recorder's Office, Book 1,
Page 116; more particularly described as follows:
Easement 1: Commencing as a point of reference at the northeasterly
corner of Block 82; thence south 89047'25" east 4.50
feet to point of beginning; thence south 8904712511
east 35.50 feet to a point on centerline of Dubuque
Street right-of-way; thence north 8905912011 east
29.50 feet; thence south 00000140" east 15.00 feet;
thence south 89059120" west 20.00 feet; thence north
00000'40" west 5.00 feet; thence south 8905912011 west
9.50 feet to a point on centerline of Dubuque Street
rigt-of-way; thence north 89047'25" west 35.50 feet;
thence north 00012' 35" east 10.00 feet to point of
beginning.
Easement 2: Commencing as a point of reference at the northeasterly
corner of block 82; Thence north 89047'25" west 28.50
feet to point of beginning; thence south 00004'10" east
110.00 feet; thence south 48030129" east 61.48 feet;
thence north 89058'12" west 56.00 feet; thence north
00004'10" west 150.74 feet; thence south 89047'2511 east
10.00 feet to point of beginning.
ao9�
(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, Iowa 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.
SECTION 9. TELEPHONE EASEMENT MATTER
Any of the other provisions of this contract to the contrary
nothwithstanding, the parties agree as follows with respect to
certain telephone lines, conduits, and the relocation thereof from
the South Dubuque Street right-of-way:
The parties understand that there are presently located in the
South Dubuque Street right-of-way telephone lines and conduits
owned and maintained by Northwestern Bell Telephone Company.
The City agrees to cause these lines and conduits to be
relocated to a new easement area to be provided to the telephone
company by the redeveloper. This relocation of telephone lines
and conduits will permit redeveloper to construct the hotel
without the interference of those lines and conduits.
Redeveloper understands that it is the City's position that the
cost of this relocation should be the expense of Northwestern
Bell Telephone Company. The City agrees to protect and hold
redeveloper harmless from the direct cost of relocation of the
telephone lines and conduits. However, the City does not assume
any liability for any other costs resulting of the existence of
or relocation of the lines and conduits and such other costs
shall be paid by redeveloper including without limitations the
expenses of protecting the existing lines and conduits during
the construction of the hotel to the extent the same are not
paid by the telephone company and the redeveloper shall save the
City harmless from and against such costs or expenses.
SECTION 10: UDAG AGREEMENT
The parties understand that the hotel project is being partially
financed through an Urban Development Action Grant to be received by
the City of Iowa City from the United States Department of Housing
and Urban Development and made available by the City to the
redeveloper. The parties understand and agree that this contract
shall be subject to the terms and provisions of the finally executed
UDAG grant agreement.
I-6
F .'
C�
(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, Iowa 52240
0 at such other address with respect to eit r such party as
th k may, from time to time, designate in wry ng and forward to
the other as provided in this Section.
SECTION 8. COUNTERPARTS
The Agreement s executed in three (3) c 6terparts, each of which
shall const' a one and the same instrum ts.
SECTION TELEPHONE EASEM T MATTER
Any of the other rovisions of this contract to the contrary
nothwithstanding, th parties ree as follows with respect to
certain telephone line , condui s, and the relocation thereof from
the South Dubuque Street ight- f -way:
The parties understan that there are presently located in the
South Dubuque Street fight -of -way telephone lines and conduits
owned and maintain9d b Northwestern Bell Telephone Company.
The City agrees to ca se these lines and conduits to be
relocated to a ne Basemen area to be provided to the telephone
company by the edeveloper. This relocation of telephone lines
and conduits ill permit r developer to construct the hotel
without the interference of those lines and conduits.
Redeveloper understands that is the City's position that the
cost of t s relocation shoul be the expense of Northwestern
Bell Tel phone Company. The C ty agrees to protect and hold
redevel per harmless from the di ect cost of relocation of the
telephone lines and conduits. How ver, the City does not assume
any ability for any other costs esulting of the existence of
or elocation of the lines and co duits and such other costs
sh 1 be paid by redeveloper includ ng without limitations the
e penses of protecting the existing lines and conduits during
he construction of the hotel and the edeveloper shall save the
City harmless from and against such co is or expenses.
SECTION 10: UDAG AGREEMENT
the parties understand that the hotel project is being partially
financed through an Urban Development Action Grant to be received by
the City of Iowa City from the United States Department of Housing
and Urban Development and made available by the City to the
redeveloper. The parties understand and agree that this contract
shall be subject to the terms and provisions of the finally executed
UDAG grant agreement.
I-6
ao90
:,�, . ... ..... .... , I.., -..
7
I
CONTRACT FOR
SALE OF LAND FOR PRIVATE
AGREEMENT, consisting of this Part I and Part II nnexed hereto and made a
part hereof (which Part I and Part II are to ether hereinafter called
"Agreement"), made on or as of the
betwee the City of Iowa City, Iowa,
togeth r with any of
public body
or pur ant to law, is hereinafter
pursuant to the statutes of the
Municipal ties, Cities, Towns, and parti
Iowa as am nded (hereinafter called "U
office at t Civic Center in the City
Mid -City Hote Associates - Iowa City
Harry A. Johns n, Jr.) (hereinafter a
office for the transaction of bu n
Minneapolis, Minn sota 55416. WITNE ET
by and
a pu is body corporate (which,
r of icer hereafter designated by
:al ed the "City"), established
S to of Iowa pertaining to
arty Chapter 403 of the Code of
an Renewal Act") and having its
of Iowa City, State of Iowa, and
sole proprietorship, owned by Dr.
led "Redeveloper") and having an
ss at 3100 West Lake Street,
WHEREAS, in furthe nce of the ob'ectives of the Urban Renewal Act, the
City has undertaken a program f the clearance and reconstruction or
rehabilitation of sl and bli ted areas in the City, and in this
connection is engage in ca ying out an urban renewal project
(hereinafter called " oject") in an area (hereinafter called the
"Project Area") located i the C tv; and
WHEREAS, as of thedate o tis Agreement there has been prepared and
approved by the City an urba renewal plan for the Project, consisting of
the Urban Renewal Plan, dated September 3, 1969, by Resolution No. 2157,
as amended from mf knd as it may hereafter be further amended
pursuant to law tftutpd, is unless otherwise indicated by the
context, hereinafter calledJUrbaX Renewal Plan"), and
WHEREAS, a copy of the Ur an Renew 1 Plan as constituted on the date of
the Agreement has been re orded amo the land records for the place in
which the Project Area is ituated, n el, in the Office of the Johnson
County Recorder in Book 518, at page 4 and has been filed in the Office
of the Clerk of the City 1 cated at the Ci is Center in the City, and
WHEREAS, in order to
Urban Renewal Plan and
available for redeveli
accordance with the Ut
the City have undertak
assistance through a C
2, 1970, in the case of
WHEREAS, pursuant to
offered to sell and
property located in t
Schedule A annexed h
described is hereina
for and in accordant
and in accordance with
le the City to hi
titularly to make h
it by private enter
Renewal Plan, both
provide and have p
act for Loan and Cap
Federal Government;
evethe objectives of the
e land in the Project Area
rise for redevelopment in
t e Federal Government and
ro 'ded substantial aid and
itaGrant dated September
and
Fhapter 403, Code of Iowa as amended, the City has
he Redeveloper is willing to purchase certain real
he Project Area and more particularly described in
reto and made a part hereof (which property as so
,er called "Property") and to redevelop the Property
with the uses specified in the Urban Renewal Plan
the Agreement; and
090
Li
WHEREAS, the City believes that the redevelopment of the Property pursuant
to the Agreement, and the fulfillment generally of the Agreement, are in
e vital and best interests of the City and health„ safety, morals, and
we are of its residents, and in accord with th public purposes and
pro
v'si0ns of the applicable Federal, State, and cal laws and require-
ments nder which the Project has been undertaken• and
WHEREA\other
ty has acquired title to cer ain property described in
Scheduf;
NOW, Tin consideration of the p emises and the mutual obliga-
tions ties hereto, each of them does hereby covenant and agree
with ths follows:
SECTION 1. SALE: PURCHASE PRICE
Subject to all erms, covenants and conditions of the Agreement, the
City will sell he property d scribed in Schedule A hereof to the
Redeveloper for, nd the Rede eloper will purchase the property from
the City and pay t erefor, t amount set forth in Schedule B hereof,
subject to the term and co ditions of Section 2 of this Agreement.
The amount set fort in chedule B, hereinafter called "Purchase
Price," is to'
pas in cash or by certified check simultaneously
with the delivery o he deeds conveying the property to the
Redeveloper.
SECTION 2 C VEYANCE OF PROPERTY
(a) Form of Deed. a City hall convey to the Redeveloper title to
the property y Speci Warranty Deed (hereinafter called
"Deed"). Suc conveyance and title shall, in addition to the
condition su sequently pr ided for in Section 704, Part II,
hereof, an to all of er conditions, covenants, and
restriction set forth or referred to elsewhere in the
Agreement b subject to:
(1) Such easements as it shall ave been necessary, pursuant
to a Urban Renewal Plan, r the City to reserve, for
its if or for future dedica 'on or grant, for sewers,
dr ins, water and gas distr ution lines, electric,
to ephone, and telegraph installs ions, rights-of-way and
a cess, or as described or refer ed to in Schedule A,
scription of property, attached he to and referenced as
part hereof;
(2) All conditions, covenants and restricts ns contained in
said Urban Renewal Plan and Part I and II o this Contract.
(b) Ti aand Place for Deliver of Deeds. The City shall deliver
th 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.
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(c) Recording of Deeds. The Redeveloper shall promptly file the
Deed for recording among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs for/0 recording said
Deed. This Contract for Sale of Land for Pri ate Redevelopment
shall also be recorded at the Johnson County Recorder's Office.
pon recording of the Deed, the real propel
ty herein described
s all be deemed taxable real estate under owa property tax law.
Fu the r, the Redeveloper shall be re onsible for all such
pro erty taxes from the date of recor ng of this contract of
Sale of Land for Private Redevelopm nt. In the event legal
title is not delivered to the Redev loper, parties agree that
said xes will be pro -rated betwe n the Redeveloper and the
City b tween applicable date of ossession and the date of
termin Aon or expiration of t s contract. Such contract
shall not be recorded until such time as all contingencies are
satisfied elative to financing.
(d)
(e)
neaeveioper i aovance
of title showi good m
Iowa, free an clear
encumbrances exc t as
shall be at City xpen
abstracting compan to
practical date prio t
cost of obtaining an
title opinion and/or
required, shall be a tl
C hereof. The
such property
begin developm
T e City will furnish to the
th closing on the parcel, an abstract
(etAble title in the City of Iowa City,
if all taxes, assessments or other
ein specified. The abstract of title
and will be certified by a qualified
.he close of business as the closest
ie date of the deed of conveyance. The
rney's examination of the abstract for
cost of obtaining title insurance, if
expense of the Redeveloper.
�y. T City
ile A her of at
!veloper arees
called fo in
promptly on the
will deliver the property
the time set forth in Schedule
to pay for and accept title of
this Agreement and agrees to
property conveyed within the
time calledfo in this Agreem nt. Failure by the Redeveloper
to pay for a d accept deliver of the urban renewal land as
called for h rein will result forfeiture of the deposits
posted with he City by the Rede eloper attributable to such
property, ithout
limiting the ity as to other remedies
against th Redeveloper. In the a nt the City is unable to
deliver t& property as called f r in Schedule C to the
Redevelo�h.
r, the Redeveloper shal have the option of
rescindi the development contract by ausing a written notice
to be seed upon the City of the exerci of such option. Upon
receipt the City of this notice, the it
shall have sixty
(60) da s to cure the default by tendering the property covered
in the otice to the Redeveloper. If the Ci is unable to cure
the de ault within the sixty (60) days as pr yided herein, the
Redev oper shall, at its option, stand relievXd of its obliga-
tion o accept the parcel involved and the Cit shall, in such
even , promptly refund the Redeveloper's good Nith deposit,
refe red to in Section 3 hereof. It is expressly u derstood and
agre d that the City shall have no other liability, direct or
indirect, to the Redeveloper on account of delay or inability to
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deliver land to the Redeveloper as called for i 'this Agreement
and the Redeveloper's remedy in the event ofd ault by the City
in delivery of urban renewal land is h eby specifically
limi d to rescinding the contract as to s h land as provided
in thisparagraph.
(f) Default Developer. In the event t Redeveloper fails to
accept de ivery of and pay for the/
he prop rty described herein, as
called for in this Agreement, the Ci may, at its option, call
the entire Agreement in default, serve a proper notice of
forfeiture on the Redeveloper, nd terminate this Agreement
in its entire v.
(g) Condition PrecA ent to Conye a ce. The City's obligation to
convey to the edeveloper tle to the property described
herein is subj t to the condition precedent concerning
financing as set rth in Sc edule C hereof.
SECTION 3. G00 FAITH DEPOSIT
(a) Amount. The Redevelo has, prior to or simultaneously with
the execution of the reement by the City, delivered to the
City a good faith dep si in the amount of Five Thousand Dollars
($5,000.00), a certi ied heck satisfactory to the City in the
amount of Five Thou and Do lars ($5,000.00), hereinafter called
"Deposit," as sec ity fo the performance of the obligations
of the Redevelop to be p rformed prior to the return of the
Deposit to the edeveloper r its retention by the City as
liquidated dama es, as the ca a may be, in accordance with the
Agreement.
The Deposit, ertified check, sh 11 be deposited in an account
of the City i a bank or trust com ny selected by it.
(b) Interest. he City shall be under o obligation to pay or earn
interest n the Deposit, but if in rest is payable thereon,
such inte est when received by the Ci shall be promptly paid
to the R evelooer.
(c) Retenti n by City. Upon termination f the Agreement as
pro/thproceeds
d in Sections 703 and 704 of Part hereof, the Deposit
or of the Deposifnote etofore returned to
thedeveloper pursuant to Paragraph (d of this Section,
incng all interest payable to such Depos\Pa
rthe proceeds
theafter such termination, shall be reed by the City
Ageas provided in Sections 703 and 704 of II hereof.
(d) Re urn to Redeveloper. Upon issuance of both Ce ificates of
C mpletion as called for in Section 305 of Part I hereof, or
upon termination of the Agreement as provided in Sec ion 702 of
Part II hereof,' the Deposit shall be returned to the Rd eveloper
by the City.
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SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The construction of the Improvements calle for in this Agreement
sha1T\ be commenced and completed in acrdance with Schedule D
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) Timeor Submission of Construc on Plans. The Redeveloper
shall ubmit construction plan as called for in Section 301 of
Part II of this Agreement as spon as possible subsequent to the
time for onveyance set forthfin Schedule C hereof.
(b) Time for S bmission of Corrected Plans. In the event that
Preliminary Design Plans o Construction Plans are rejected by
the City, a set forth in Section 301 of Part II of this
Agreement, th Redevelop r shall submit corrected plans within
thirty (30) da s of said rejection.
(c) If any hardship shat exist in complying with the foregoing
provisions of thi S tion the Redeveloper may petition to the
City in writing f n extension of time for performance of any
part of this Secti n, setting forth in detail the reasons for
needing such exten n.
SECTION 6. /dae
OF RATION OF COVENANT ON USE
The covenants peng to he use of the Property, set forth in
Paragraph (a) oon 401 of Part II hereof, shall remain in
effect from the f the D d until October 2, 1994, the period
specified or reto in a Urban Renewal Plan, and shall
automatically efor five ear periods thereafter, unless
changed by the Cicil.
S CTION 7. NOTICES AND EMAND
A notice, de nd, or other communica ion
either party the other shall be suffic n1
it is dispat hed by registered or certif
return recei t requested, or delivered perso
(i) in the case of the Redeveloper, is ad
perso ally to the Redeveloper at
3100 West Lake Street
Minneapolis, Minnesota 55416
AND
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under the Agreement by
ly given or delivered if
mail, postage prepaid,
Lally, and
to or delivered
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(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, Iowa 5224
Or at such other address with respect either such party as
\that may, from time to time, designate n writing and forward to
the other as provided in this Section.
SECTION 8.
The Agree ent is executed in three (3 counterparts, each of which
shall cons itute one and the sam/ree
ments.
CTION 9. TELEPHONENT MATTER
Any of the ther provisions s contract to the contrary
nothwithstandi g, the parties as follows with respect to
certain telepho a lines, condui the relocation thereof from
the South Dubuqu Street right -o
The parties derstand th t there are presently located in the
South Dubuque treet rig t -of -way telephone lines and conduits
owned and main ained b Northwestern Bell Telephone Company.
The City agree to use these lines and conduits to be
relocated to a ne eas ent area to be provided to the telephone
company by the re ve oper. This relocation of telephone lines
and conduits will mit redeveloper to construct the hotel
without the inter rence of those lines and conduits.
Redeveloper underst s that it is the City's position that the
cost of this reloc d o should be the expense of Northwestern
Bell Telephone Co any. The City agrees to protect and hold
redeveloper harmle s fro the direct cost of relocation of the
telephone lines a condui . However, the City does not assume
any liability for any other costs resulting of the existence of
or relocation of the lines nd conduits and such other costs
shall be paid by redeveloper cluding without limitations the
expenses of pro ecting the exi ting lines and conduits during
the constructio of the hotel the extent the same are not
paid by the tel phone company and he redeveloper shall save the
City harmless f om and against such osts or expenses.
SEC ION 10: UDAG AGREEMEN
The parties under tand that the hotel project is being partially
financed through Urban Development Action Grant to be received by
the City of Iowa ity from the United States Department of Housing
and Urban Develo ment and made available by the City to the
redeveloper.
to the termsandprovs on
understand
isofthe finallthat y shallbesubjecteexecuted
UDAG grant agreement.
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SECTION 11: PEDESTRIAN AND UTILITY
The redeveloper agrees to provide to the City pedestrian easements
permitting pedestrian access from the a a of College Street on the
north of the hotel to the Dubuque Str et area to the south of the
hotel in two locations. The pedes rian easement and a utility
easement (for City Plaza operatio ) shall be between the hotel
building oper and Urban Renewal reel 82-1a (the present location
of Bushnel 's Turtle). The of r pedestrian easement shall be
through the bby and public pla area of the hotel building itself.
These easemen shall be provi d either by reservation in the deed
to the redevel er or by subs uent conveyance from the redeveloper
to the City. Th parties agr a to negotiate reasonable and workable
provisions for ma tenance, ecurity, and other mutual concerns for
the easement areas. It is nerally intended that the maintenance of
the portions of the Al
areas located inside the hotel building
shall be paid for bydeveloper. The parties agree that the
easement agreements sovide for full pedestrian access from
the area north of the to the area south of the hotel on a 24
hours per day basis.
SECTION 12: PA ING AND A LEY EASEMENT AGREEMENTS
The parties will be entering to separate written agreements
concerning provis'on of parking to he hotel site and access to the
hotel site from L nn Street.
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IN WITNESS WHEREOF, the City has caused the Agreement to be duly executed
in its name and behalf by its Mayor Pro Tem 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 its
sole proprietor, on or as of the day first above written.
ATTEST:
BY:
STATE OF IOWA )
COUNTY OF JOHNSON ss
On this day of �
Public duly commissioned_and
personally appeared David Per
Iowa, and Marian Karr, Cit
personally known to be the i
foregoing instrument, who exe
authority vested in them by
himself/herself acknowledged
voluntary act and deed for puri
STATE OF IOWA )
COUNTY OF JOHNSON ss
CITY OF�OWA CITY, IOWA
BY:
Mid-CitX Associates - Iowa City
n
A.D., 198_, before me, a Notary
ed in and for said County and State,
iyor Pro Tem of the City of Iowa City,
k of said City, each being to me
it persons and officers named in the
the same under and by virtue of the
y Council of said City, and each for
execution thereof to be his/her
erein expressed.
n
On this day of
Notary Public duly commi sioned and quali 'e
State, personally appear d Harry A. Johnso
City Hotel Associates - Iowa City, persona
person named in the for going instrument who
execution thereof by virtue of the utoore hiss voluntasted in ry act d
expressed.
A. 0. , 198_, before me, a
I in and for said County and
Jr., sole proprietor of Mid -
y known to be the identical
executed the same under and
I r himself acknowledged the
deed for purposes herein
IN TESTIMONY WHEREOF, I have hereunto set my
Iowa City, Iowa, the day and year last above wri
c in
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and Notarial Seal at
_ ao Foe
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:
Commencing at a point of reference at t/e Northeasterly corner of said
Block 64;
thence South 8905 '20" West 222.00 fee along the Northerly line of said
Block 64 to the oint of beginning (this is an assumed bearing for
purposes of this de ription only);
thence South 0°07'0 " East 199.54 f et along a line parallel with the
Easterly line of said Block 64 to a oint on a Northerly outside face of
wall of a parking ramp;
thence North 89°55'47" est 79.34 eet along the said Northerly outside
face of wall to i point on an Easter y outside face of wall of said parking
ramp;
thence North 0004114" East.2f4 et along the said Easterly outside face
of wall to a point on a No her y outside face of wall of said parking
ramp;
thence North 89041137" West 20. 0 feet along said Northerly outside face
of wall and said line extended o a point on the Westerly line of said
Block 64;
thence North 45004110" West 64.54 at to a point of intersection with the
Southerly line of Lot 1 of said Bloc 82, extended Easterly;
thence North 0°04'10" West .56 fe t along the Westerly line of said
Block 64 to a point of inters ction wi h the Southerly line of Lot 1, of
said Block 82, extended Easte ly;
thence North 89058112" West 72.86 feet long the said Southerly line of
said Lot 1 extended Easterly o a point;
thence North 0004'10" West 50.74 feet alo the West line of the East
38.50 feet of said lot 1 to a point on the Nort erly line of said Block 82;
thence South 89047'25" Eas 78.50 feet along t e Northerly line of said
Block 82 and said line ex ended to a point on the centerline of said
Dubuque Street.
thence North 89059'20" East 139.57 feet along the N rtherly line of said
Block 64 extended Westerly nd the Northerly line of aid Block 64 to the
point of beginning,
and subject to easements and restrictions of record, and ontaining 38,690
square feet, more or less.
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Utility Easements
Parts of Block 82 and Dubuque Street, Origina Town, Iowa City, Iowa as
shown on plat recorded in Johnson County Rec rder's Office, Book 1,
Page 116; more particularly described as fo ows:
Easement 1: Comme ing as a point of reference at the northeasterly
corner f Block 82; the ce south 89047125" east 4.50
feet to oint of begin ing; thence south 89047125"
east 35. 0 feet to a oint on centerline of Dubuque
Street ri ht -of -way; hence north 89059'20" east
29.50 fee • thence s uth 00000140" east 15.00 feet;
thence sou h 89059' 0" west 20.00 feet; thence north
00000'40" w st 5.0 feet; thence south 89059'20" west
9.50 feet to a poi t on centerline of Dubuque Street
rigt-of-way; then a north 89047'25" west 35.50 feet;
thence north 0° 35" east 10.00 feet to point of
beginning.
Easement 2: Commencing as a oint of reference at the northeasterly
corner 0f block 2; Thence north 89047'25" west 28.50
feet to point f beginning; thence south 00004'10" east
110.00 feet; t en a south 48030'29" east 61.48 feet;
thence north 05 '12" west 56.00 feet; thence north
00004'10" wes 150.74 feet; thence south 89047'25" east
10.00 feet t point of beginning.
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SCHEDULE C
TIME FOR C/edunder
PAR L N0.
DATE
64-1b
On or before
February 1, 1984
This Contrac is subject to the oatisfactory financing
arrangements via Industrial Revenue g. In the event such
financing is no obtained all sums tehis contract shall be
shall
refunded
be recon e s doontract cancelled to the City wi t od any cumtbrance,e attbuyer's
option.
i
Improvers
accordan
PAR
64-
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ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT
SECTION 101. DEMOLITION AND SITE CLEARANCE. It is agreed that the City shall
convey and the redeveloper shall accept the property set forth in Schedule A of
this agreement AS IS (except that the City shall remove the pavement of the
existing parking lot and improvements on City Plaza prior to the Redeveloper's
obligation to commence construction or through mutual agreement by the City and
the redeveloper) and it is expressly agreed that the City makes no warranty,
express or implied, regarding subsurface conditions and that the City shall have
no liability fo any damages arising from subsurface conditions. It is further
agreed that any ontracts or specifications for s}te demolition and clearance
which may have b n examined by the redeveloper yere examined for information
purposes only, ancN that the City shall assume nd liability for any defects or
variance from the s cifications for work previo /sly completed.
SECTION 102. CITY'S ESPONSIBILITIES
without expense to the Redeveloper or
shall cause the restric ion of traffic
on existing street right -of-way, and
specifically set forth i the Urban R
to make future modificatio s to the tr
improvements when such than es are dee
FOR CER AIN OTHER ACTIONS. The City,
assess ent or claim against the property,
and onstruction of public improvements
the onstruction of parking structures as
Re
i_, Keaeve,uper 11--i.--
and as the owner after the c
Agreement) any and all claims t
closing, vacation, restriction,
street, alley, or other public
or adjacent to, the Property v
closed or vacated, or the gra(
request of the City subscribe/
proceeding required for such
extent necessary, rezoning, e
thereof.
1 Plan. The City reserves the right
ci
off c circulation stem and to the public
me necessary and in the public interest.
BY REDEVELOPER. The
e .of the Property provided for in the
of damages, if any, to compensate for the
of restriction or change of grade of any
f -way within or fronting or abutting on,
ursuant to Section 102 hereof, is to be
ich is to be changed, and shall upon the
join with, the City in any petition or
dedication, change of grade, and, to the
p any waiver or other document in respect
This paragraph shall not a construed, however, as relieving the City from
liability and responsibili y for Performa ce of written agreements entered into
between the City and th redeveloper fo the provision of parking, and the
construction and maintena ce of an alley to he east of the hotel.
ARTICLE I . RIGHTS OF ACCESS T PROPERTY
SECTION 201. RIGHT OF ENTRY FOR UTILITY SERVI E. The City sthe
ves for
itself, the City, and any public utility comp y, as may be appropriate,
unqualified right to nter upon the Property a all reasonable times for the
purpose of reconstr cting, maintaining, repair g, or servicing the public
utilities located wi hin the Property boundary li es and provided for in the
easements described or referred to in Paragraph a), Section 2, of Part I
hereof.
SECTION 202. REDE ELOPER NOT TO CONSTRUCT OVER UTILI EASEMENTS. The
Redeveloper shall of construct any building or other tructure or improvement
on, over, or wit in theboundary lines of any easme t for public utilities
described or referred to in Paragraph (1), Section 2 of Part I hereof, unless
such construction is provided for in such easement
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or has been approved in writing by the City Engineer, or the authorized
representative of an affected public utility.
SECTION 203. ACCESS TO PROPERTY. Prior to the conveyance of the
Property by the City to the Redeveloper, the City shall permit
representatives of the Redeveloper to Piave 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 Property necessary to carry
out the reement. After the conveyance/of the Property by the City to
the Rede oper, the Redeveloper shat permit employees, agents or
representati,es of the City access to th Property at all reasonable times
for the pur ses of the Agreement, including, but not limited to,
inspection of a 1 work being performe in connection with the construction
of the Improve nts. No comp ensat'on shall be payable nor shall any
charge be made in ny form by any pa y for the access provided for in this
Section.
ARTICLE IIx. CONSTRUCTAON PLANS; CONSTRUCTION OF
IMPROVEMENTS; CE IFICATE OF COMPLETION
SECTION 301. PLANS FOR\ZONSTRJOCTION OF IMPROVEMENTS. Whenever used in
this Agreement, the term pre I nary design plans shall include a site
plan and preliminary plan f r Improvements which clearly show the size,
location, and external appe ante of any structures, along with such other
information as is neces y to determine the intentions of the
Redeveloper. These docume s ave been prepared by the City architect and
will be utilized and acc ted by the Redeveloper as an integral part of
the Redeveloper's offer. The erm "construction plans" shall mean all
plans, specifications, rawings or other information required to be
submitted for issuance f any pe mit called for by applicable codes and
ordinance subsequent t the desi ation of the Redeveloper. The term
"Improvements" as us d in this greement, shall be deemed to make
reference to any uildings, s uctures, renovations, or other
improvements as provi ed for and specified in this Agreement, preliminary
design plans, and con truction plans.
The Redeveloper s
called for in thi
construction plans
City Council to de
such construction
Redeveloper of th
otherwise fully i
ordinances. Fol c
Council, the Red v
City c7des and o di
All work with r sp
the Redevelope
preliminary design
Council.
hall, prior to the c nst
/1 Agreement, submit for
and such other inforn4t
E�ermine the intentions o
plans by the City Council
responsibility for obtain
mplying with all applicab
#ing approval of the con
eloper shall obtain all pe
nances.
uction of the Improvements
proval by the City Council
on as is necessary for the
he redeveloper. Approval of
shall in no way relieve the
hg all required permits and
e state and local codes and
tr ction plans by the City
mit. required by applicable
ect to the Improvements to be constructed or provided by
on the property shall be in conformity with the
plans and construction plans as approved by the City
SECTION 302. CHANGES IN CONSTRUCTION PLANS. If the Redeveloper desires
to make any changes in the construction pans after their approval by the
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City Council, the Redeveloper shall submit the proposed change to the City
Council for its approval. Changes in constructimpplans as defined
herein, may be approved by the Department of Hoyrsing and Inspection
Services, provided that such changes will not cause/the Improvement to be
constructed in a manner not consistent with the pry liminary design plans
as approved by Council.
RNN aua. LUMMtNCtMtNI ANFill
MPLETION OF C NSTRUCTION OF IMPROVEMENT
The Redeveloper agrees for itf, its succes ors and assigns, and every
successor in interest to the erty, or an part thereof, and the Deed
shall conta covenants on thrt of the R developer for itself and such
successors d assigns, thate Redevel per, and such successors and
assigns, sha promptly begind dilig ntly pursue to completion the
redevelopment of the Propthro gh the construction of the
Improvements t reon, and thuch co struction shall in any event be
begun within th period specd in ection 4 of Part I hereof and be
completed within the period sified in such Section 4. It is intended
and agreed, and t e Deed shalex essly provide, that such agreements
and covenants sha 1 be coves nning with the land and that they
hall,in any eve and witgard to technical classification or
designation, lega or othand except only as otherwise
specifically provid in the ment itself, be, to the fullest extent
permitted by law and equitying for the benefit of the community and
the City and enforce ble by City against the Redeveloper and its
successors and assign to orthe Property or any part thereof or any
interest therein.
JtL11UN SU4. PROGRESS POR S. Subsequent to conveyance of the
Property, or any part th e , to the Redeveloper, and until construction
of the Improvements has en completed, as set forth in Section 305
hereof, the Redevelopers 11 make reports, setting forth the status of
Improvements, constructio schedule, and such other information as may
reasonably be requested y the City, as to the actual progress of the
Redeveloper with respect o s ch construction.
(a) Within thirty (0) days a ter
accordance with hose provis'on
the obligation of the Rede el
(including the dates for begi
will furnish the Redeveloper
certifying. uch certification
so provided 'n the Deed and in t
determinati of satisfaction a
covenants i the dates for th
Provided, at if there is upon
held or ow ed, by the Federal Ho
Housing A ministration shall h
constitut ng a part of the Impr
are, in f at, substantially com
and are ready for occupancy, th
Redeveloper shall accept the d
completion of the Improvements in
s of the Agreement relating solely to
oper to construct the Improvements
ing and completion thereof), the City
with an appropriate instrument so
y the City shall be (and it shall be
h certification itself) a conclusive
n termination of the agreements and
e eginning and completion thereof:
th Property a mortgage insured, or
usi g Administration and the Federal
ave determined that all buildings
oveme is and covered by such mortgage
plete in accordance with the plans
en,
l,\
such event, the City and the
etermin tion of the Federal Housing
Administration as to such completion f the construction of the
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Improvements in accordance 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
certification provided for in this Se ion. Such certification and
su determination shall constitute vidence of compliance with or
sate faction of any obligation of tonf� Redeveloper to any holder of a
fort ge, or any insurer of any m tgage, securing money loaned to
financ the Improvements, or any p t thereof.
(b) With re ect to such individua parts or parcels of the Property
which; i so provided in Part (Schedule D) hereof, the Redeveloper
mayconvey or lease as the Impr vements to be constructed thereon are
completed, the City will so, upon proper completion of the
Improvements relating to y such part or parcel, furnish the
Redeveloper 'th an appro iate instrument, certifying that such
Improvements r lating to y such part or parcel have been made in
accordance with the provi ions of the Agreement. Such certification
shall mean and p vide ( that any party purchasing or leasing such
individual part r pa el pursuant to the authorization herein
contained shall no (b cause of such purchase or lease) incur any
obligation with re e t to the construction of the Improvemetns
relating to such par or parcel or to any other part or parcel of the
Property; and (2) th neither the City nor any other party shall
thereafter have or b titled to exercise with respect to any such
individual part or arc 1 so sold (or, in the case of lease, with
respect to the leas hold i terest) any rights or remedies or controls
that it may otherwise have r be entitled to exercise with respect to
the construction o Improve nts as called for herein.
(c) Each certificati n provided f in this Section shall be in such form
as will enable it to be re rded in the proper office for the
recordation of deeds and of r instruments pertaining to the
Property, incl ding the Deed. the City shall refuse or fail to
provide any ce tification in acco dance with the provisions of this
Section, the ity shall, within thirty (30) days after written
request by th Redeveloper, provid the Redeveloper with a written
statement, i dicating in adequate detail in what respects the
Redeveloper as failed to complete t e Improvements in accordance
with the pro isions of the Agreement, o is otherwise in default, and
what measur s or acts it will be neces ary, in the opinion of the
City, for t e Redeveloper to take or per orm in order to obtain such
certificati n.
ART CLE IV. RESTRICTIONS UPON USE OF ROPERTY
SECTION 401. ESTRICTIONS ON USE. The Redevelope agrees for itself,
and its succe sors and assigns, and every successo in interest to the
Property, or fny part thereof, and the Deed shall cont in covenants on the
part of the R developer for itself, and such successo s 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
II -4
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(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 PropZrty or any improvements erected
or to be erected thereon, or any pat thereof.
(c) All advertising (including signs /for sale and/or rental of the whole
or any part of the Property hall include the legend, An Open
Occu ncy Building" in type or lettering of easily legible size and
desig The word 'where cir ums�ancesject" 0 prequireasuch substitutbe ion for
the wor "Building"
OF DURATION. 1 is to euue� o„ �a -- - -
provide, that th agreements a d covenants provided in Section 401 hereat
shall be covenant running w th the land and that they shall,
all,in y
event, and withou reg
legal or otherwise, nd
the Agreement, be b nd
equity, for the benef t
successors and assigns,
part thereof, and the U
in subdivision (b) of
successors and assigns
any part thereof or any
occupancy of the Proper
agreed that the agree
Section 401 hereof sha
the date, specified or
time such agreement a
and covenants provid d
remain in effect wi h
agreements and coven n
successor in intere t
and to technical classifications or designation
exce t only as otherwise specifically provided in
ing, to the fullest extent permitted by law and
and in favor of, and enforceable by, the City, its
an successor in interest to the Property, or any
i d States (in the case of the covenant provided
S tion 401 hereof), against the Redeveloper, its
an every successor in interest to the Property, or
n erest therein, and any party in possession or
o any part thereof. It is further intended and
nt nd covenant provided in subdivision (a) of
1 remain in effect for the period of time, or until
referr to in Section 6 of Part I hereof (at which
d covena t shall terminate) and that the agreements
in sub 'vision (b) of Section 401 hereof shall
out limit tion as to time: Provided, that such
is shall be binding on the Redeveloper itself, each
to the Prop rty, and every part thereof, and each
party in possessio or occupancy, espectively, only for such period as
such successor or party shall hav title to, or an interst in, or
possession or occu ancy of, the Proper or part thereof. The terms "uses
specified in the Urban Renewal Pla " and "land use referring
to
provisions of th an Renewal Pla or similar language, in the
Agreement shall nclude the land and a 1 building, housing, and other
requirements or r strictions of the Urban enewal Plan pertaining to such
land.
amplltication.
Section, it is
assigns shall
provided in Se
beneficiary
hereof, both
protecting 1
private in
agreements a
shall (and t
States, for
Y AND UNITED STATES RIGHTS T ENFORCE. In
nd not in restriction, of the ovtston of the preceding
intended and agreed that the Cit and its successors and
e deemed beneficiaries of the a eements and covenants
:tion 401 hereof, and the United St es shall be deemed a
the covenant provided in subdivisio (b) of Section 401
r and in their or its own right and also or the purposes interest of the community and other p rties, public or
)se favor or for whose favor or for wh se benefit such
covenants have been provided. Such agreement and covenants
Deed shall so state) run in favor of the City and the United
the entire period during which such agreements and covenants
II -5
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shall be in force and effect, without regar to whether the City or' the
United States has at any time been, remains/aand
or in an owner of any land or
interest therein to or in favor ofuch agreements and covenants
relate. The City shall have the rihe event of any breach of any
such agreement or covenant, and thetates shall have the right in
t e event of any breach of covenant in subdivision (b) of Section
40 hereof, to exercise all the rigemedies, and to maintain any
acti s or suits at law or in eqother propery proceedings to
enforc the curing of such breachofnt or covenant, to which it or
any oth beneficiaries of such agrecovenant may be entitled.
ARTICLE V. PROHIBITIONS AGONST ASSIGNMENT AND TRANSFER
SECTION 501. REPRESENTATIONS AS1TO REDEVELOPMENT. The Redeveloper
represents and agrees that its purchase of the Property, and its other
undertakings pu uant to the fgreement, are, and will be used, for the
purpose of the r&qeveloment f the Property and not for speculation in
land holding. The kdevelopeV further recognizes that, in view of
(a) the importance
welfare of the
lopment of the Property to the general
(b) the substantial fine ing and other public aids that have been made
available by law a the Federal and local Governments for the
purpose of makings ch r development possible; and
(c) the fact that a ransfer f the stock in the Redeveloper or of a
substantial part hereof, o any other act or transaction involving
or resulting in significant hange in the ownership or distribution
of such stock r with respe to the identity of the parties in
control of the Redeveloper or he degree thereof, is for practical
purposes a tra sfer or dispositi n of the Property then owned by the
Redeveloper,
the qualification and identity of the Re eveloper, and its stockholders,
are of particular concern to the communit and the City. The Redeveloper
further recogni s that it is because f the recognition of such
qualifications a d identity that the City is the
into the Agreement
With the Redeve oper, and, in so doing, the ity is further willing to
accept and rel on the obligations of the Re veloper for the faithful
performance of -
11 undertakings and covenants in he Agreement.
SECTION 502. PROHIBITION AGAINST TRANSFER OF OWN SHIP OR CONTROL OF
REDEVELOPER. For the foregoing reasons, the Re eveloper agrees for
itself., and all persons holding an interest th ein, their heirs,
successors nd assigns that there shall be no cha a or transfer of
ownership o control by any person or combination of ersons owning or
controlling ten (10) percent or more interest in the Re veloper 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 Redeveloper 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.
II -6
Also, for the foregoing reasons the Redeveloper
itself, and its successors anq/assigns, that:
(a) Except only
(1) by way of security for, and only for (i) the purpose of
taining financing neces ary to enable the Redeveloper or any
s cessor in interest to the Property, or any part thereof, to
pe orm its obligations with respect to acquiring the property
and aking the Improv ents under the Agreement, and (ii) any
othe purpose authori d by the Agreement, and
(2) as to y individua parts or parcels of the Property on which
the Imp vements to be constructed thereon have been completed,
and whit by the terms of the Agreement, the Redeveloper is
authorize to c nvey or lease as such Improvements are
completed,
the Redeveloper (excep so authorized) has not made or created, and
that it will not, prio o the proper completion of the Improvements as
certified by the City, ke or create, or suffer to be made or created,
any total or partial sa e, assignment, conveyance, or lease, or any trust
or power, or transfer 'n an other mode or form of or with respect to the
Agreement or the Prope ty, o any part thereof or any interest therein, or
any contract or agree ent to any of the same, without the prior written
approval of the City: Provide that prior to the issuance by the City of,
the certificate pro ided by � Section 305 hereof as to completion of
construction of th Improvement the Redeveloper may enter into any
agreement to sell, lease, or othe ise transfer, after the issuance of
such certificate, he Property or ny part thereof or interest therein,
which agreement s all not provide r payment of or on account of the
purchase price o rent for the Prop rty, or the part thereof or the
interest therein to be so transferre prior to the issuance of such
certificate.
(b) The City s all be entitled to requir except as otherwise provided
in this Ag Bement, as conditions to an such approval that:
(1) Any proposed transferee shall h ve the qualifications and
fin cial responsibility, as determ ed by the City, necessary
and adequate to fulfill the oblig tions undertaken in the
Agr ement by the Redeveloper (or, in he event the transfer is
of r relates to part of the Property, such obligations to the
ex ant that they relate to such part).
(2) A proposed transferee, by instrument in\writing satisfactory
t the City and in form recordable among the land records,
s all, for itself and its successors and assigns, and expressly
f r the benefit of the City, have expressly assumed all of the
ligations of the Redeveloper under the Agreement and agreed
be subject to all the conditions and restrictions to which
t Redeveloper is subject (or, in the event the transfer is of
or related to part of the Property, such obligations,
II -7
ao?4
conditions, and restrictions to he extent that they relate to
such part): Provided, that any instrument or agreement which
purports to transfer any inte est whatsoever caused by this
agreement without the express ritten approval of the City, is
null and void.
(3) There shall be submitted to the City for review all instruments
nd other legal documents involved in effecting transfer; and
�i( approved by the City, is approval shall be indicated to the
Re eveloper in writing.
(4) The onsideration
on it behalf shal
cost (ncludino (
transfers d) and
thereon by 't; it I
assignment f the
profit prior the
set forth in ct
entitled to enc a
the amount that
or transfer is n
pursuant to the s
to the extent it
belong to and ortt
aya a for the transfer by the transferee or
noexceed an amount representing the actual
rr ing charges) to the Redeveloper of the
b e to the part thereof or interest therein
Improvements, if any, theretofore made
ng the intent of this provision to preclude
Agreement or transfer of the Property for
issuance of the certificate of completion as
n 305 of this Agreement. The City shall be
e the Purchase Price to the Redeveloper by
consideration payable for the assignments
!xcess of the amount that may be authorized
ivision (4), and such consideration shall,
s in excess of the amount so authorized,
it be paid to the City.
(5) The Redevelo er and its ransferee shall comply with such other
conditionsjacd
the City m find desirable in order to achieve
and safes thepurpose of 'the Urban Renewal Act and the
Urban RenewPlan.
Provided, that in th absence of specifi\INT
agreement by the City to
the contrary, no su h transfer or apprhe City thereof shall be
deemed to relieve t e Redeveloper, or aparty bound in any way by
the Agreement or therwise with resphe construction of the
Improvements, from ny of its obligationspect thereto.
SECTION 504. INFO MATION AS TO HOLDERS EST IN REDEVELOPER. In
order to ass st in the effectuation of the purp @@es of this Article V and
the statutory ob'ectives generally, the Re !Ih er agrees that during
the period betwen execution of the Agreemeit nd completion of the
Improvements as ckrtified by the City, \\
(a) the Redevel per 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 involving or resulting
in any cha ge in the ownership of such interest or in the relative
distribute n 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
II -8
ao9e
Ci
(b) the Redeveloper shall, at such times as the City may request, furnish
the City with a complete statement, su scribed and sworn to by the
President or other executive officer of the Redeveloper, setting
forth all of the holders of interes in the Redeveloper and the
extent of their respective holdings, and in the event any other
parties have a beneficial in/to,
i such holdings their names and
the tent of the Redevelopepecific inquiry made by any such
office , of all parties who basis of all such records own ten
(10) pe cent or more of the t in the Redeveloper, and by such
other k wledge or informatsuch officer shall have. Such
lists, d a, and information in any event be furnished the City
immediate prior to the delf the Deed to the Redeveloper and
as a condi ion precedent thand annually thereafter on the
anniversary of the date oDeed until the issuance of a
certificate completion of Property.
ARTICLE VI. MORTGAGE FINANCING; RIGHTS OF MORTGAGEES
1
JF6'T1JM bu1. L1M11A1 N UPUN EiCUMBRANCE OF PROPERTY. Prior to the
comp et on of the Imp vement as certified by the City, neither the
Redeveloper nor any su esso� in interest to the Property or any part
thereof shall engage in iy inancing or any other transaction creating
any mortgage or other enc •ance or lien upon the Property, whether by
express agreement or operat n of law, or suffer any encumbrances or lien
to be made on or attacht the Property, except for the purposes of
obtaining
(a) funds only to the
(b) such additional fuVds, if
Purchase Price paid by the R
The Redeveloper (or
advance of any fina
instrument, it propos
part thereof, and in
encumbrance or lien t
whether by voluntar,
purposes of such mo
Agreement, the Prop
successor in interes
opinion of the City
Renewal plan and the P
for making the Improvements, and
, in an amount not to exceed the
doper to the City.
s cces'Or in terest) shall notify the City in
is ng, secured mortgage or other similar lien
to enter into wth respect to the Property, or any
ny event it shall promptly notify the City of any
t has been create on or attached to the Property,
act of the Redeve oper or otherwise. For the
tgage financing as ay be made pursuant to the
rty may, at the opt on of the Redeveloper (or
he divided, provided t at such subdivision, in the
is not inconsistent with the purposes of the Urban
lreement and t approved in writing by the City.
ZltciluM buz. MUMU GEE NOT OBLIGATED TO CONSTRUC Notwithstanding any
of the prov s onsf the Agreement, including but of limited to those
which are or are ntended to be covenants running with the land, the
holder of any mor age authorized by the Agreement 'ncluding any such
holder who obtains title to the Property or any part th reof as a result
of foreclosure pro edings, 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
way be obligated by the provisions of the Agreement to construct or
II -9
070090
complete the Improvements or to gua
completion; nor shall any covenant or any
construed to so obligate such holder:
Section or any other Section or provision
or construed to permit or authorize any sw
or any part thereof to any uses, or to cons
other than those uses or improvements prof
Renewal Plan and in the Agreement.
site such construction or
th provision in the Deed be
.o ded, that nothing in this
he Agreement shall be deemed
holder to devote the Property
,uct any improvements thereon,
ded or permitted in the Urban
xl, uun bua. LUNY of TICE
NUOF DEFAUL TO MORTGAGEE. Whenever the City
shall deliv r any notice or demand to he Redeveloper with respect to any
breach or de ult by the Redeveloper ii its obligations or covenants under
the Agreement the City shall at te same time forward a copy of such
notice or de nd to each holder of any mortgage authorized by the
Agreement at th last address of s ch holder shown in the records of the
City.
ZtW iUn bu4. NURTGI GEE'S OPTIONIM CURE DEFAULTS. After any breach or
default referred to Section 6 hereof, each such holder shall (insofar
as the rights of the ity are c cerned) have the right, at its option, to
cure or remedy such b each or efault (or such breach or default to the
extent that it relate to a part of the Property covered by its
mortgage) and to add the ost hereof to the mortgage debt and the lien of
its mortgage: Provided, at if the breach or default is with respect to
construction of the Improve ts, nothing contained in this Section or any
other Section of the Agreeme t shall be deemed to permit or authorize such
holder, either before or of a foreclosure or action in lieu thereof, to
undertake or continue the ons ruction or completion of the Improvements
(beyond the extent neces ary o conserve or protect Improvements or
construction already mad with ut first having expressly assumed the
obligation to the City, b writte agreement satisfactory to the City, to
complete, in the manner p ovided in he Agreement, the Improvements on the
Property or the part th reof to wh h the lien or title of such holder
relates. Any such hol r who shall roperly complete the Improvements
relating to the Proper or applicab part thereof shall be entitled,
upon written request made to the City, to a certification or
certifications by the City to such a ect in the manner provided in
Section 305 of the A reement, and any ch certification shall, if so
requested by such hol er mean and provide t at any remedies or rights with
respect to recapture f or reversion or reve ting of title to the Property
that the City shall have or be entitled t because of failure of the
Redeveloper or any uccessor in interest to theProperty, or any part
thereof, to cure or emedy any default with res ect to the construction of
the Improvements on other parts or parcels of t e Property, or became of
any other default or breach of the Agreement b the Redeveloper or such
successor, shall n t apply to the part or parcel f the Property to which
such certification relates.
in any case, wnere, subsequent to default or breach by the Redeveloper (or
successor in interest) under the Agreement, the holder of any mortgage on
the Property or part thereof
II -10
C; o9a
(a) has, but does not exercise, the option to c nstruct or complete the
Improvements relating to the Property or p t thereof covered by its
mortgage or to which it has obtained title, and such failure
continues for a period of sixty (60) day after the holder has been
notified or informed of the default or by, ach; or
(b) undertakes construction or completio of the Improvements but does
not comp ete such construction with! the period as agreed upon by
the City d such holder (which per! d shall in any event be at least
as long as the period prescribed fo such construction or completion
in the as men t) and such defauI shall not have been cured within
sixty (60) d s after written dema d by the City so to do,
the City shall (an every mortgage i trument made prior to completion of
the Improvements w'th respect to he Property by the Redeveloper or
successor in interes shall so prov de) have the option of a in to
th
holder the amount of he mortgag
mortgage and the debt ecured th
Property (or part there f) has w
or action in lieu thereo , the C
conveyance to it of the P opert
payment to such holder of n a
debt at the time of fore o r
appropriate credits, inclu 'ng
application of rentals and ti
proceedings); (!i) all expen s w
net expense, if any (excl iv
holder in and as a direc resu
Property; (iv) the costs o any
an amount equivalent to the it
aggregate of such amounts had all
debts and such debt had c ntinued
p y g e
ebt and securing an assignment of the
by, or, in the event ownership of the
ed in such holder by way of foreclosure
Y shall be entitled, at its option, to a
or part thereof (as the case may be) upon
nt equal to the sum of: (i) the mortgage
a or action in lieu thereof (less all
those resulting from collection and
er income received during foreclosure
th respect to the foreclosure; (iii) the
of general overhead), incurred by such
t of the subsequent management of the
rovements made by such holder; and (v)
to est that would have accrued on the
sueamounts become part of the mortgage
in a istence.
��� .�� 000. 6" "'a ur iun iu CUMt MOR GAGE DEFAULT. In the event of a
default or, breach pri r to the comple 'on of the Improvements by the
Redeveloper, or any su cessor in interest, in or of any of its obligations
under, and to the hol er of, any mortgage other instrument creating an
encumbrance or lien i on the Property or par thereof, the City may at its
option cure such de ault or breach, in whr h cases the City shall be
entitled, in additi to and without 1imltat! upon any other rights or
remedies to which ! shall be entitled by the Ag eement, operation of law,
or otherwise, to eimbursement from the Rede eloper or successor in
interest of all c sts and expenses incurred by a City in curing such
default or breach and to a lien upon the Property r the part thereof to
which the mortgag encumbrance, or lien relates) fo such reimbursement:
Provided, that ny such lien shall be subject alw s to the lien of
nc ud ng any 1 en contemplated, because of advances et to be made, by)
any then existin mortgages on the Property authorized b the Agreement.
pec uun bui. MgRTGAGE 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 or condition secured by
a apo
such mortgage or deed of trust, including, but not limited to, the Federal
Housing Commissioner, the Administrator of Veterans Affairs, and any
successor in office of either such official.
ARTICLE VII.
OCLILUN MI. IN GENERAL. Except as othe ise provided in the Agreement,
in the event f any default in or breach f the Agreement, or any of its
terms or con tions, by either party reto, or any successor to such
party, such pa ty (or successor) shat upon written notice from the
other, proceed i ediately to cure or emedy such default or breach, and,
in any event, wi in sixty (60) days after receipt of such notice. In
case such action i not taken or not ligently pursued, or the default or
breach shall not a cured or reme ed within a reasonable time, the
aggrieved party may institute such proceeedings as may be necessary or
desirable in its op ion to cure and remedy such default or breach,
including, but not u it
to, pro eedings to compel specific performance
by the party in default r breach its obligations.
Possession thereof, in the-gi
in this Agreement, and'any)
(60) days after the date of
City is unable to demons
Redeveloper that the defec
involved, or the part of
nature that the Redevelo
construction of the improv
such defects, the City wil'
tendered by the Redevelop
faith deposit reasonably
conveyed and this agree e
shall be terminated, ro i
event this agreement is e
.6wr cn rrtau" "' GUNVEYANCE. In the
tender conveyance o the Property, or
r and condition, and by the date, provided
failure shall not be cured within sixty
tten demand by the Redeveloper, and the
to the reasonable satisfaction of the
oud, or other deficiencies in or on title
,operty to which it relates, is of such
1 not be hampered or delayed in the
b taking title and possession subject to
d o the Developer any good faith deposit
for suc property or the portion of said good
allocable o the portion of the property not
nt with re ect of the property not conveyed
ded, it is h reby expressly agreed that in the
rminated purs nt to this Section each party to
this agreement shall b solely responsi le for all expenses incurred or
obligated by it and shat have no claim aga'nst the other party.
or �iir rniux iu -UNVEYANCE. In the event that
prior to conveyance of the Property to the Re veloper, the Redeveloper is
in violation of Sec ion 502 of Part II f this Agreement or the
Redeveloper does not day the Purchase Price an take title to the Property
upon tender of convey nce by the City pursuant o this Agreement, or the
Redeveloper fails to cure any default or failure within thirty 30 days
from the date of wri ten demand by the City, then this Agreement, and any
rights of the Red veloper, or any assignee o transferee, in this
Agreement, or arisi g therefrom with respect to the City or the Property,
shall, at the opti n of the City, be terminated .b the City, in which
event, as provided n Paragraph C, Section 3 of Part I hereof, the Deposit
or any portion the of may be retained by the City as liquidated damages
and as its prop rt y without any deduction, offset, or recoupment
whatsoever, and ne ther the Redeveloper (or assignee or transferee) nor
the City shall hay 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.
0740.94
or- any part thereof to the Redeveloper and
Improvements as certified by the City
(a) the Redeveloper does not submit plans/as
satisfactory orm and in the mir
provided in this nne
Agreement; or
(b) the Redeveloper (or successor
violate its obl'gations with
Improvements (enc\den
g the nate
and completion tf), or sh
construction workd any suct
suspension shall be cured,
days after writteand by tt
(c) the Redeveloper (or sa
estate taxes or assessor
due, or shall place the
the Agreement, or shall
any materialmen's or
encumbrance or lien to
not have been paid, or
or provision satisfacto
or discharge, within n
City; or
or to completion of the
required by the Agreement in
I by the dates respectively
i interest) shall default in or
e pect to the construction of the
and the dates of for the beginning
1 abandon or substantially suspend
default, violation, abandonment, or
nded, or remedied within ninety (90)
City; or
yr in interest) shall fail to pay real
on the Property or any part thereof when
any encumbrance or lien unauthorized by
er any levy or attachment to be made, or
nic's lien, or any other unauthorized
ch, and such taxes or assessments shall
incumbrance or lien removed or discharged
\the City made for such payment, removal,
90) days after written demand by the
(d) the Redeveloper viola s the p vision of Section 502 of Part II of
this Agreement and s h violate n shall not be cured within sixty
(60) days after writt n demand by the City to the Redeveloper,
then the City shall have
Property and all Impro
the City) the property
the intent of this F
Agreement, that the col
made upon, and that th
effect that in the e,
action or inaction by
(c) and (d) of this Se
remedy, end, or abrogai
or inaction, within
subdivisions, the Cit
the City of the title
Property conveyed b
constructed thereon,
the Redeveloper, and
Property and any Imp
City: Provided, that
as a result thereof in
right to -enter and take possession of the
located t ereon to terminate (and revest in
ed by the D ed to the Redeveloper, it being
)n, together with other provisions of the
v yance of the Prop ty to the Redeveloper shall be
a Deed shall contain, a condition subsequent to the
nt of any default, ailure, violation, or other
he Redeveloper specif ed in subdivisions (a), (b),
Mon 704, failure on th part of the Redeveloper to
e such default, failure, violation, or other action
the period and in the manner stated in such
at its option may declare termination in favor of
and of all the rights and 'nterests in and to the
the Deed to the Redevel er and Improvements
nd that such title and all ri hts and interests of
ny assigns or successors in in erest to and in the
ovements constructed thereon, s all revert to the
ruch condition subsequent and any evesting of title
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
II -13
CP 094
authorized by the Agreement, and (ii)' any rights or interests
provided in the Agreement for the protection of the holders of such
mortgages; and
(Z) inall thenot case pply to of partsdoridual parcelsrts or leased, thels of the leaseholdpinteresinterest)
which the Im ovements to be constructed thereon have been completed
in accordance with the be and for which a certificate of
completion issued therefore as provided in Section 305 hereof or
on which the I provements to be constructed thereon are in fact
proceeding with onstr ion on an approved schedule and for which a
certificate of co letion would be issued in normal course.
i
In addition to an\heeposit
out Jn any way limiting the City's right to
re-entry as provir ir) this Section, the City sha91 have the
right to retain tor any portion thereof, as provided in
Paragraph C,Sectof Part I hereof, without any deduction,
offset or recoupmeis ever, in the event of a default, violation
or failure of the er as specified in this Section.
upon c •cam., oy �...... _
thereof and any Improvement th reon, or any part thereof as provided in
Section 704, the City s/hal pu uant to its responsibilities under State
law, use its best efforts o res 11 the Property or part therof (subject
to such mortgage liens an leaseh ld interest as in Section 704 set forth
and provided) as soon an in such anner as the City shall find feasible
the Improvements or suc other inn ovements in their stead as shall be
satisfactory to the Cit and in ac ordance with the uses specified for
such Property or part t ereof in the rban Renewal Plan. Upon such resale
of the Property, the pr ceeds thereof ha be ap ied
(a) First, to re'
expenses incus
of personnel,
resale of the
by the City fi
management);
with respect
Property is e>
the period of
equal to such
City assassin
or part there
or to disehe
subsequent an
acts of the
expenditures
or completion
the Property
City by the Re
b se the City, on its own behalf, for all costs and
e by the City, in uding but not for
to salaries
i connection wiht the recapture, management, and
operty or part ther of (but less any income derived
the Property or part thereof in connection with such
1 taxes, assessments, and water and sewer charges
the Property or part thereof (or, in the event the
mpt from taxation or ass ssment or such charges during
ownership thereof by th City, the amount, if paid,
taxes, assessments, or c Cr
(as determined by the
official) as would have b en payable if the Property
` at the time of revesting o title thereto in the City
ge or prevent from attac ing or being made any
umbrance or liens due to _ligations, defaults, or
Redeveloper, its successors or transferees; any
lde or obligations incurred wit respect to the making
)r removal of the Improvements o any part thereof on
r part thereof; and any amounts otherwise owing the
Veloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, its successor or transferee,
up to the amount equal to (1) the sum of the purchase price paid by it
II -14
for the Property (or allocable to the PDA thereof) and the cash
actually invested by it in making any of the Improvements on the
Property or part thereof, unless (2) any Vains or income withdrawn or
made by it from the Agreement or the Prop rtv.
Any balance femaining after such reimburse�nts shall be retained by the
City as its p perty.
y �� ,�,� Le sucn actions or proceedings as
it may deem desi ble for effectuating he purposes of this Article VII,
including also th right to execute d record or file among the public
land records in he office in whi the Deed is recorded a written
declaration of the termination of a 1 the right, title, and interest of
the Redeveloper, an (except fors h individual parts or arce"
which construction f that
constructed thereon h been
and for which a certi icate
hereof is to be deli ered,
leasehold interests as.p ovid
interest and assigns, in he
in the City: Provided, hal
prosecuting any such actio s
rights under this Article V
or to deprive it of or limit i
this provision that the City
risk of being deprived of
provided in this Section be a
or otherwise to exercise uc
otherwise to resolve the rot
shall any waiver in fact adi
V s upon
part 6f the Improvements required to be
of ted, in accordance with the Agreement,
ompletion as provided in Section 305
subject to such mortgage liens and
In Section 704 hereof) its successors in
)erty, and the revesting of title thereto
Y delay by the City in instituting or
proceedings or otherwise asserting its
11 not operate as a waiver of such rights
rights in any way (it being the intent of
ild not be constrained so as to avoid the
limited in the exercise of the remedy
of concepts of waiver, laches, estoppel,
amedy at a time when it may still hope
s created by the default involved); nor
the City with respect to any specific
is Section by considered or treated as
y with respect to any other defaults by
,,wit
with respect of the particular
fic fly waived in writing.
default by the Redevelope under
a waiver of the rights o the Cit
the Redeveloper under is Sect
default except to the ex ent speci
Property under this
from such conveyance
or act of any judici
the premises, the Ci
obligations incurre
termination, the Ci
or costs incurred b
further agreed and IL
failure to deliver
Redeveloper after m k
•� M���� ane wnvayenae oT LiLIe ro any
reement, the Cit of Iowa City, Iowa be enjoined
Pr prevented from s doing by any order or decision
1, legislative or ex utive body having authority in
.y at its option may t rminate this Agreement and any
by either party shall cease. In the event of such
shall not be responsi a for any damages, expenses
the Redeveloper by reaso of such termination. It is
nderstood that the City all have no liability for
;itle to such Property o any part thereof to the
Ing a good faith attempt to o so.
neither the City nor the Redeveloper, as the
successor in interest, shall be considered in b
its obligations with respect to this Agreement
II -15
ase may be, nor any
re ch of, or default in,
in the event of enforced
ao9a
delay in the performance of such obligations due to unforeseeable causes
beyond its control and without its fault or negligence, including, but not
restricted to, acts of God, acts of public enemy, acts of the other party,
fires, floods, epidemics, quarantine restrictions, strikes, litigation
and unusually ,evere weather or delays o subcontractors due to such
causes; it bein the purpose and intent f this provision that in the
event of the occ rence of any such enfor ed delay, the time or times for
performance of th obligations of the C ty or of the Redeveloper under
this Agreement, as the case may be, sh 1 be extended for the period of
the enforced delay s determined by t City: Provided, that the party
seeking the benefit f the provisions of this Section shall, within ten
(10) days after the eginning of an such enforced delay, have first
notified the other par y thereof in riting, and of the cause or causes
thereof, and requested a extension f r the period of the enforced delay.
shall be cumulative, and Ott
of such remedies shall not
different times, of any othe
of any of its remedies for an
No waiver made by either suc
manner or time thereof, or
condition to its own obligati
waiver of anyrights of the
particular obligation of tl
obligation beyond those exp
thereof, or a waiver in any
r�F
party making the waiver or a y
SECTION 710. PARTY IN P,
The Redeveloper, for its
other persons who are or
assumption or otherwise,
burden under the Agreemen
by law and equity, any ai
the ground of its (or
position of a surety, whi
agreement or operation
generality of the foreg
extension of time, indul
S MULATIVE. The rights and remedies of
!t"r provided by law or by the Agreement,
rise by either party of any one or more
1 de the exercise by it, at the same or
.de
for the same default or breach
.her default or breach by the other party.
arty with respect to the performance, or
obligation of the other party or any
under the Agreement shall be considered a
ty making the waiver with respect to the
ther party or condition to its own
1 waived in writing and to the extent
e in regard to any other rights of the
ie obligations of the other party.
e f and its uccessors and assigns, and for all
o shall be ome, whether by express or implied
I
iable upon or subject to any obligation or
hereby waive , to the fullest extent permitted
all claims o defenses otherwise available on
heir) being or having become a person in the
ther real, perso al, or otherwise or whether by
of law, includin , without limitation on the
ing, any and all c aims and defenses based upon
once, or modificati of terms of contract.
VIII.
1nU1V1UUALLT L1AULt. M memoer, 0M cia!, or em ioye
have any personal inter st a$
defined in Chapter 3,
direct or indirect, in t e Agreement, nor shall any uc
or employee participate in any decision relating t
affects his/her personal interests or the interests
partnership, or associati n in which he/she is, dire
interested. No member, official, or employee of
personally liable to the Redeveloper, or any successor
event of any default or breach by the City or for a
II -16
e of the City shall
Code ofIowa 1979,
:h member, official,
the Agreement which
9fany
corporation,
ly or indirectly,
the City shall be
i interest, in the
ny mount which may
M
become due to the Redeveloper or successor or on an obligations under the
terms of the Agreement.
SECTION 802 EQUAL EMPLOYMENT OPPORTUNITY. Th Redeveloper, for itself
and its succes rs and assigns, agrees that duri g the construction of the
Improvements pro ided for in the Agreement:
(a) The Redevel pper will not discriminat against any employee or
applicant ford employment because of ace, color, religion, sex,
disability, s xual orientation, mar' al status, age, creed, or
national origin; The Redeveloper wi 1 take affirmative action to
insure that applicants are employed, nd that employees are treated
during employment, without regard their race, color, religion,
sex, disability,\ sexual orientate n, marital status, sex, age,
creed, or national{ origin. Such ction shall include, but not be
limited to, the Allowing: emp yment, upgrading, demotion, or
transfer; recruitment or recr itment advertising; layoff or
termination; rates �of pay or ther forms of compensation; and
selection for training, includi g apprenticeship. The Redeveloper
agrees to post in conspicuous places, available to employees and
applicants for employment, noti es to be provided by the City setting
forth the provisions of this no discriminatory clause:
(b) The Redeveloper will, in al solicitations or advertisements for
employees placed by or ori be alf of the Redeveloper, state that the
Redeveloper is an equal oppo unity employer.
(c) The Redeveloper will send o each labor union or representative of
workers with which the developer has a collective bargaining
agreement or other cont act or understanding, a notice, to be
provided, advising the 1a —\`union or workers' representative of the
Redeveloper's commitment under the City of Iowa City's Contract
Compliance Program, an shall post copies of the notices in
conspicuous places av table to employees and applicants for
employment.
(d) The Redeveloper will c mply with all provisions of the City of Iowa
City's Contract Compli nce Program.
(e) In the event of th Redeveloper's noncompliance with the non-
discrmination clause of this Section, or with any of the said rules,
regulations, or ord s, the Agreement may be canceled, terminated,
or suspended in whol or in part.
(f) The Redeveloper w 11 include the provisions of Paragraphs (a)
through (f) of thi Section in every contract or purchase order, and
will require the i clusion of these provisions in every subcontract
entered into by an of its contractors unless a specific exemption is
approved by the C)ty Council so that such provisions will be binding
upon each such co tractor, subcontractor, or vendor, as the case may
be. The Redevel�per will take such action with respect to any
construction contract, subcontract, or purchase order as the City
may direct as a means of enforcing such provisions, including
sanctions for noncompliance: Provided, however, that in the event
II -17
�
the Redeveloper becomes involved i or is threatened with,
litigation ith a subcontractor or vendor as a result of such
direction by he City, the Redevelop h may request the City to enter
into such liti ation to protect the i terests of the City.
SECTION 803. PROVIS ONS NOT MERGED WIT DEED. None of the provisions of
the Agreement are in ended to or shal be merged by reason of any deed
transferring title to the Property fro i the City to the Redeveloper or any
successor in interest, and any such d ed shall not be deemed to affect or
impair the provisions a d covenants o the Agreement.
SECTION 804. TITLES OF RTICLES A SECTIONS. Any title of the several
parts, Articles, and ections f the Agreement are inserted for
convenience of reference only an shall be disregarded in construing or
interpreting any of its pr vision .
II -18
ao90
.J
CF
�.A
City of Iowa City
MEMORANDUM
Date: October 17, 1983
To: City Council
From:MA Andrea Hauer
Re: Additional Corrected Amendments to the Urban Renewal
Contract for Parcel 64-1b
Attached is a corrected edition of Part 1 of the Urban
arRenewal
Contract. Several changes have been made from the copy y
ou ved
in your agenda packet on Friday. These changes are:
1. A phrase was added in Section 9 (page I -VI). This phrase is as
underlined below:
SECTION 9. TELEPHONE EASEMENT NATTER
Any of the other provisions of this contract to the contrary
nothwithstanding, the parties agree as follows with respect to
certain telephone lines, conduits, and the relocation thereof from
the South Dubuque Street right-of-way:
The parties understand that there are presently located in the
South Dubuque Street right-of-way telephone lines and conduits
owned and maintained by Northwestern Bell Telephone Company.
The City agrees to cause these lines and conduits to be
relocated to a new easement area to be provided to the telephone
company by the redeveloper. This relocation of telephone lines
and conduits will permit redeveloper to construct the hotel
without the interference of those lines and conduits.
Redeveloper understands that it is the City's position that the
cost of this relocation should be the expense of Northwestern
Bell Telephone Company. The City agrees to protect and hold
redeveloper harmless from the direct cost of relocation of the
telephone lines and conduits. However, the City does not assume
any liability for any other costs resulting of the existence of
or relocation of the lines and conduits and such other costs
shall be paid by redeveloper including without limitations the
expenses of protecting the existing lines and conduits during
the construction of the hotel to }he exdtea the jApLAr no
paid b nr�,fnlephone comoenv and the redeveloper shall save the
City harmless from and against such costs or expenses.
2. A legal description for the utility easements on the site has
been added. A diagram showing the location of these easements
and a legal description is also attached.
tpl/3
I
1
Parts of Block 82 and Dubuque Street, Original Town. Iowa City, Iowa as
I
I
shown on plat recorded in Johnson County Recorder's Office. Book 1,
'
Page 116; more particularly described as follows:
'
Easement 1: Commencing as a point of reference at the northeasterly
corner of Block 82; thence south 89047'25" east 4.50
feet to point of beginning; thence south 89047125"
east 35.50 feet to a point on centerline of Dubuque 1
Street right-of-way; thence north 89059'20" east
29.50 feet; thence south 00000'40" east 15.00 feet;
thence south 89059'20" west 20.00 feet; thence north
00000'40" west 5.00 feet, thence south 89059'20" west
9.50 feet to a point an centerline of Dubuque Street
rigt-of-way; thence north 89047125" west 35.50 feet;
thence north 00012' 35" east 10.00 feet to point of
beginning.
i
Easement 2:• Commencing as a point of reference at the northeasterly
corner of block 82; Thence north 89047125" west 28.50feet -
of thece south east
feet
110.00ofeet;tthence south948030-29" east 61.48 feet;
thence north 89058'12" west 56.00 feet; thence north
00004110" west 150.74 feet; thence south 89047125" east
10.00 feet to point of beginning.
j
Approximate Area of Utility Easements--Parcel 64-Ib
1
i
`
I
AREA OF EASEMENTS
,Oa/.Vr y ga4/4Nn ld
NH9"S9'20't
Qo /!9•f7• SEY Jp'!o'w/ 1S2.0a'
far YS I 7A
• eor/� ec ai I eo•tR,
N
Q `I
:•`
I
hl
y' •
N
l
O
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_
f�.._
4�,.. • uH9v,•erw
7934..
Nef'JJ'�r•N
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p N f'.oRK/A/6 I 419MP
I
Part I
1
rc.
CONTRACT FOR
SALE OF LAND FOR PRIVATE DEVELOPMENT
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
"Agreement"), made on or as of the '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
Mid -City Hotel Associates - Iowa City (a sole proprietorship, owned by Dr.
Harry A. Johnson, Jr.) (hereinafter called "Redeveloper") and having an
office for the transaction of business at 3100 West Lake Street,
Minneapolis, Minnesota 55416. 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
(hereinafter 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, consisting of
the Urban Renewal Plan, dated September 3, 1969, by Resolution No. 2157,
as amended from time to time and as it may hereafter be further amended
pursuant to law (as to constituted, is unless otherwise 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 558, at page 40, 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 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 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 Agreement, are in
the vital and best interests of the City and 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 require-
ments 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 obliga-
tions 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 terms, covenants, and conditions of the Agreement, 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 therefor, the amount set forth in Schedule B hereof,
subject to the terms and conditions of Section 2 of this Agreement.
The amount set forth in Schedule B, hereinafter called "Purchase
Price," is 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
the 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 II,
hereof, and to all other conditions, covenants, and
restrictions 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.
(b) Time and Place for Deliver of Deeds. The City shall deliver
the Deed and possess on of the property to theRedeveloper 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.
I-2
(c) Recording of Deeds. The Redeveloper shall promptly file the
Deed for recording among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs for so recording said
Deed. This Contract for Sale of Land for Private Redevelopment
shall also be recorded at the Johnson County Recorder's Office.
Upon recording of the Deed, the real property herein described
shall be deemed taxable real estate under Iowa property tax law.
Further, the Redeveloper shall be responsible for all such
property taxes from the date of recording of this contract of
Sale of Land for Private Redevelopment. In the event legal
title is not delivered to the Redeveloper, parties agree that
said taxes will be pro -rated between the Redeveloper and the
City between applicable date of possession and the date of
termination or expiration of this contract. Such contract
shall not be recorded until such time as all contingencies are
satisfied relative to financing.
(d) Delivery of the Abstract. The City will furnish to the
Redeveloper in advance of the closing on the 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 herein specified. The abstract 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 conveyance. The
cost of obtaining an attorney's examination of the abstract for
title opinion and/or the cost of obtaining title insurance, if
required, shall be at the expense of the Redeveloper.
(e)Delivery of Property. 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. 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 property as called for in Schedule C to the
Redeveloper, the Redeveloper shall have the option of
rescinding the development contract 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 obliga-
tion to accept the parcel involved and the City shall, in such
event, promptly refund the Redeveloper's good faith deposit,
referred to in Section 3 hereof. 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
I-3
deliver land to the Redeveloper as 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 Developer. In the event the Redeveloper fails to
accept delivery of and pay for the property described herein, as
called for in this Agreement, the City may, at its option, call
the entire Agreement in default, serve a proper notice of
forfeiture upon the Redeveloper, and terminate this Agreement
in its entirety.
(g) Condition Precedent to Conveyance. The City's obligation to
convey to the Redeveloper title to the property described
herein is subject to the condition precedent concerning
financing as set forth in Schedule C hereof.
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 faith deposit in the amount of Five Thousand Dollars
($5,000.00), a certified check satisfactory to the City in the
amount of Five Thousand Dollars ($5,000.00), hereinafter 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, as the case may be, in accordance with the
Agreement.
The Deposit, certified check, shall be deposited in an account
of the City in a bank or trust company selected by it.
(b) 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) Retention by City. Upon termination of the Agreement as
provided in Sections 703 and 704 of Part II hereof, the Deposit
or the proceeds of the Deposit, if not heretofore 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 II hereof.
(d) Return to Redeveloper. Upon issuance of both Certificates of
Completion as called for in Section 305 of Part II hereof, or
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.
1-4
CI
J
SECTION 4. TIME FOR COMMENCEMENT AND COMPLETION OF IMPROVEMENTS
The for in
construction
trcommenced and completedtinacalled ccodance with�sSchedulen
shallbeD
hereof.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
developer
(a)shallfsubmi- Sut constructission of iannplanstasncalled for in Se tion 301 of
Part II of this Agreement as soon as possible subsequent to the
time for conveyance set forth in Schedule C hereof.
he event
at
(b) Time fr PreliminarybOesignnof P7ansooFConstruction Planstare rejectedby
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.
(c) 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.
SECTION 7. NOTICES AND DEMANDS
reement
e notice, demand,
he other shall be sufficor other ion ientlyder giv nhorAdel delivered bf
either party postage prepaid,
return it is r�ecei pt requtched ested,sor deliveredtered or personally, and g p p
(i) in the case f the Redeveloper, elope at is addressed to or delivered
personally to
AND
3100 West Lake Street
Minneapolis, Minnesota 55416
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(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, Iowa 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.
SECTION 9. TELEPHONE EASEMENT MATTER
Any of the other provisions of this contract to the contrary
nothwithstanding, the parties agree as follows with respect to
certain telephone lines, conduits, and the relocation thereof from
the South Dubuque Street right-of-way:
The parties understand that there are presently located in the
South Dubuque Street right-of-way telephone lines and conduits
owned and maintained by Northwestern Bell Telephone Company.
The City agrees to cause these lines and conduits to be
relocated to a new easement area to be provided to the telephone
company by the redeveloper. This relocation of telephone lines
and conduits will permit redeveloper to construct the hotel
without the interference of those lines and conduits.
Redeveloper understands that it is the City's position that the
cost of this relocation should be the expense of Northwestern
Bell Telephone Company. The City agrees to protect and hold
redeveloper harmless from the direct cost of relocation of the
telephone lines and conduits. However, the City does not assume
any liability for any other costs resulting of the existence of
or relocation of the lines and conduits and such other costs
shall be paid by redeveloper including without limitations the
expenses of protecting the existing lines and conduits during
the construction of the hotel to the extent the same are not
paid by the telephone company and the redeveloper shall save the
City harmless from and against such costs or expenses.
SECTION 10: UDAG AGREEMENT
The parties understand that the hotel project is being partially
financed through an Urban Development Action Grant to be received by
the City of Iowa City from the United States Department of Housing
and Urban Development and made available by the City to the
redeveloper. The parties understand and agree that this contract
shall be subject to the terms and provisions of the finally executed
UDAG grant agreement.
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A�
SECTION 11: PEDESTRIAN AND UTILITY EASEMENTS
The redeveloper agrees to provide to the City pedestrian easements
permitting pedestrian access from the area of College Street of the
on the
north of the hotel to the DubThe pedestrian e Street area to easement hand ahutility
hotel in two locations. The p The other
easement shall be between the hotel building proper and Urban Renewal
Parcel 82-1a (the present location of Bushnell's Turtle).
pedestrian easement shall be through
the
elobby easementubls and
belprovided
of the hotel building
either by reservation in the deed to the redeveloper The parbyesuagreeent
conveyance from the redeveloper to the City.
to
negotiate reasonable and workable provisions for maintenance,
generally intended thatis
atheoncer ns for maintenance hofs the portions oftthe
easement areas located inside the hotel building shall be paid for by
the redeveloper. The parties agree that the easement agreements
shall provide for full pedestrian access from the area north
hs f the
hotel to the area south of the hotel on a 24 hours per day
SECTION 12: PARKING AND ALLEY EASEMENT AGREEMENTS
The parties will be entering into separate written agreements
concerning provision of parking to the hotel site and access to the
hotel site from Linn Street.
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IN WITNESS WHEREOF, the City has caused the Agreement to be duly executed
in its name and behalf by its Mayor Pro Tem 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 its
sole proprietor, on or as of the day first above written.
ATTEST:
CITY OF IOWA CITY, IOWA
CITY CLERK BY:
MAYOR PRO TEM
Mid -City Associates - Iowa City
BY:
STATE OF IOWA
Harry A. Johnson, Jr. Sole Proprietor
)
ss
COUNTY OF JOHNSON )
On this day of A.D., 198_, before me, a Notary
Public duly commissioned and qualified in and for said County and State,
j personally appeared David Perret, Mayor Pro Tem of the City of Iowa City,
Iowa, and Marian Karr, City Clerk of said City, each being to me
personally known to be the identical persons and officers named in the
foregoing instrument, who executed the same under and by virtue of the
authority vested in them by the City Council of said City, and each for
himself/herself acknowledged the execution thereof to be his/her
voluntary act and deed for purposes herein expressed.
STATE OF IOWA ) Notary Public in and for the State of Iowa
) ss
COUNTY OF JOHNSON )
On this day of , A.O., 198_, before me, a
Notary Public duly commissioned and qualified in and for said County and
State, personally appeared Harry A. Johnson, Jr., sole proprietor of Mid -
City Hotel Associates - Iowa City, personally known to be the identical
person named in the foregoing instrument who executed the same under and
by virtue of the authority vested in him, and for himself acknowledged the
execution thereof to be his voluntary act and deed for purposes herein
expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal at
Iowa City, Iowa, the day and year last above written.
Notary Public in and for the State of Iowa
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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:
Commencing at a point of reference at the Northeasterly corner of said
Block 64;
thence South 89059'20" West 222.00 feet along the Northerly line of said
Block 64 to the point of beginning (this is an assumed bearing for
purposes of this description only);
thence South 0007'00" East 199.54 feet along a line parallel with the
Easterly line of said Block 64 to a point on a Northerly outside face of
wall of a parking ramp;
thence North 89055'47" West 79.34 feet along the said Northerly outside
face of wall to a point on an Easterly outside face of wall of said parking
ramp;
thence North 0°04'14" East 3.24 feet along the said Easterly outside face
of wall to a point on a Northerly outside face of wall of said parking
ramp;
thence North 89041'37" West 20.40 feet along said Northerly outside face
of wall and said line extended to a point on the Westerly line of said
Block 64;
thence North 45004'10" West 64.54 feet to a point of intersection with the
Southerly line of Lot 1 of said Block 82, extended Easterly;
thence North 0°04'10" West 45.56 feet along the Westerly line of said
Block 64 to a point of intersection with the Southerly line of Lot 1, of
said Block 82, extended Easterly;
thence North 89058'12" West 72.86 feet along the said Southerly line of
said Lot 1 extended Easterly to a point;
thence North 0004'10" West 150.74 feet along the West line of the East
38.50 feet of said lot 1 to a point on the Northerly line of said Block 82;
thence South 89047'25" East 78.50 feet along the Northerly line of said
Block 82 and said line extended to a point on the centerline of said
Dubuque Street.
thence North 89059'20" East 139.57 feet along the Northerly line of said
Block 64 extended Westerly and the Northerly line of said Block 64 to the
point of beginning,
and subject to easements and restrictions of record, and containing 38,690
square feet, more or less.
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Utility Easements
Parts of Block 82 and Dubuque Street, Original Town, Iowa City, Iowa as
shown on plat recorded in Johnson County Recorder's Office, Book 1,
Page 116; more particularly described as follows:
Easement 1: Commencing as a point of reference at the northeasterly
corner of Block 82; thence south 89047'25" east 4.50
feet to point of beginning; thence south 89047125"
east 35.50 feet to a point on centerline of Dubuque
Street right-of-way; thence north 89059120" east
29.50 feet; thence south 00000140" east 15.00 feet;
thence south 89059'20" west 20.00 feet; thence north
00000140" west 5.00 feet; thence south 89059120" west
9.50 feet to a point on centerline of Dubuque Street
rigt-of-way; thence north 89047'25" west 35.50 feet;
thence north 00012' 35" east 10.00 feet to point of
beginning.
Easement 2: Commencing as a point of reference at the northeasterly
corner of block 82; Thence north 89047'25" west 28.50
feet to point of beginning; thence south 00004'10" east
110.00 feet; thence south 48030'29" east 61.48 feet;
thence north 89058'12" west 56.00 feet; thence north
00004'10" west 150.74 feet; thence south 89047'25" east
10.00 feet to point of beginning.
SCHEDULE B
PRICE OFFERED
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SCHEDULE C
TIME FOR CONVEYANCE
PARCEL NO. DATE
64-1b On or before
February 1, 1984
This Contract is subject to the obtaining of satisfactory financing
arrangements via Industrial Revenue Bonds financing. In the event such
financing is not obtained all sums tendered under this contract shall be
refunded and this contract cancelled and any property deeded to buyer
shall be reconveyed to the City without lien or encumbrance, at buyer's
option.
Cr
SCHEDULE D
Improvements on the parcel listed below will commence and be completed in
accordance with the following schedule:
PARCEL NO., COMMENCEMENT COMPLETION
V
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CONTRACT FOR
SALE OF LAND FOR PRIVATE DEVELOPMENT
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
"Agreement"), made on or as of the 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
Mid -City Hotel Associates - Iowa City (a sole proprietorship, owned by Dr.
Harry A. Johnson, Jr.) (hereinafter called "Redeveloper") and having an
office for the transaction of business at 3100 West Lake Street,
Minneapolis, Minnesota 55416. 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
(hereinafter 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, consisting of
the Urban Renewal Plan, dated September 3, 1969, by Resolution No. 2157,
as amended from time to time and as it may hereafter be further amended
pursuant to law (as to constituted, is unless otherwise 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 558, at page 40, 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 City have undertaken tc 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 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
J
WHEREAS, the City believes that the redevelopment of the Property pursuant
to the Agreement, and the fulfillment generally of the Agreement, are in
the vital and best interests of the City and 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 require-
ments 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 obliga-
tions 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 terms, covenants, and conditions of the Agreement, 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 therefor, the amount set forth in Schedule B hereof,
subject to the terms and conditions of Section 2 of this Agreement.
The amount set forth in Schedule B, hereinafter called "Purchase
Price," is to be paid in cash or by certified check simultaneously
with the delivery of the deeds conveying the property to the
Redeveloper.
i
SECTION 2: CONVEYANCE OF PROPERTY
(a) Form of Deed. The City shall convey to the Redeveloper title to
the 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 II,
hereof, and to all other conditions, covenants, and
restrictions 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.
(b) Time and Place for Deliver of Deeds. The City shall deliver
the Deed and possess on 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.
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(c) Recording of Deeds. The Redeveloper shall promptly file the
Deed for recording among the land records of Johnson County,
Iowa. The Redeveloper shall pay all costs for so recording said
Deed. This Contract for Sale of Land for Private Redevelopment
shall also be recorded at the Johnson County Recorder's Office.
Upon recording of the Deed, the real property herein described
shall be deemed taxable real estate under Iowa property tax law.
Further, the Redeveloper shall be responsible for all such
property taxes from the date of recording of this contract of
Sale of Land for Private Redevelopment. In the event legal
title is not delivered to the Redeveloper, parties agree that
said taxes will be pro -rated between the Redeveloper and the
City between applicable date of possession and the date of
termination or expiration of this contract. Such contract
shall not be recorded until such time as all contingencies are
satisfied relative to financing.
(d) Delivery of the Abstract. The City will furnish to the
Redeveloper in advance of the closing on the 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 herein specified. The abstract 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 conveyance. The
cost of obtaining an attorney's examination of the abstract for
title opinion and/or the cost of obtaining title insurance, if
required, shall be at the expense of the Redeveloper.
(e) Delivery of Proper. 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. 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 property as called for in Schedule C to the
Redeveloper, the Redeveloper shall have the option of
rescinding the development contract 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 obliga-
tion to accept the parcel involved and the City shall, in such
event, promptly refund the Redeveloper's good faith deposit,
referred to in Section 3 hereof. 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
I-3
deliver land to the Redeveloper as 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 Developer. In the event the Redeveloper fails to
accept delivery of and pay for the property described herein, as
called for in this Agreement, the City may, at its option, call
the entire Agreement in default, serve a proper notice of
forfeiture upon the Redeveloper, and terminate this Agreement
in its entirety.
(g) Condition Precedent to Conveyance. The City's obligation to
convey to the Redeveloper title to the property described
herein is subject to the condition precedent concerning
financing as set forth in Schedule C hereof.
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 faith deposit in the amount of Five Thousand Dollars
($5,000.00), a certified check satisfactory to the City in the
amount of Five Thousand Dollars ($5,000.00), hereinafter 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, as the case may be, in accordance with the
Agreement.
The Deposit, certified check, shall be deposited in an account
of the City in a bank or trust company selected by it.
(b) 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) Retention b_y City. Upon termination of the Agreement as
provided in Sections 703 and 704 of Part II hereof, the Deposit
or the proceeds of the Deposit, if not heretofore 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 II hereof.
(d) Return to Redeveloper. Upon issuance of both Certificates of
Completion as called for in Section 305 of Part II hereof, or
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.
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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.
SECTION 5. TIME FOR CERTAIN OTHER ACTIONS
(a) 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 subsequent to the
time for conveyance set forth in Schedule C hereof.
(b) Time for Submission of Corrected Plans. In the event that
Preimina
lry 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.
(c) 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.
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
3100 West Lake Street
AND Minneapolis, Minnesota 55416
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(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, Iowa 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.
SECTION 9. TELEPHONE EASEMENT MATTER
Any of the other provisions of this contract to the contrary
nothwithstanding, the parties agree as follows with respect to
certain telephone lines, conduits, and the relocation thereof from
the South Dubuque Street right-of-way:
The parties understand that there are presently located in the
South Dubuque Street right-of-way telephone lines and conduits
owned and maintained by Northwestern Bell Telephone Company.
The City agrees to cause these lines and conduits to be
relocated to a new easement area to be provided to the telephone
company by the redeveloper. This relocation of telephone lines
and conduits will permit redeveloper to construct the hotel
without the interference of those lines and conduits.
Redeveloper understands that it is the City's position that the
cost of this relocation should be the expense of Northwestern
Bell Telephone Company. The City agrees to protect and hold
redeveloper harmless from the direct cost of relocation of the
telephone lines and conduits. However, the City does not assume
any liability for any other costs resulting of the existence of
or relocation of the lines and conduits and such other costs
shall be paid by redeveloper including without limitations the
expenses of protecting the existing lines and conduits during
the construction of the hotel to the extent the same are not
paid by the telephone company and the redeveloper shall save the
City harmless from and against such costs or expenses.
SECTION 10: UDAG AGREEMENT
The parties understand that the hotel project is being partially
financed through an Urban Development Action Grant to be received by
the City of Iowa City from the United States Department of Housing
and Urban Development and made available by the City to the
redeveloper. The parties understand and agree that this contract
shall be subject to the terms and provisions of the finally executed
UDAG grant agreement.
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SECTION 11: PEDESTRIAN AND UTILITY EASEMENTS
The redeveloper agrees to provide to the City pedestrian easements
permitting pedestrian access from the area of College Street on the
north of the hotel to the Dubuque Street area to the south of the
hotel in two locations. The pedestrian easement and a utility
easement shall be between the hotel building proper and Urban Renewal
Parcel 82-1a (the present location of Bushnell's Turtle). The other
pedestrian easement shall be through the lobby and public plaza area
of the hotel building itself. These easements shall be provided
either by reservation in the deed to the redeveloper or by subsequent
conveyance from the redeveloper to the City. The parties agree to
negotiate reasonable and workable provisions for maintenance,
security, and other mutual concerns for the easement areas. It is
generally intended that the maintenance of the portions of the
easement areas located inside the hotel building shall be paid for by
the redeveloper. The parties agree that the easement agreements
shall provide for full pedestrian access from the area north of the
hotel to the area south of the hotel on a 24 hours per day basis.
SECTION 12: PARKING AND ALLEY EASEMENT AGREEMENTS
I The parties will be entering into separate written agreements
i concerning provision of parking to the hotel site and access to the
hotel site from Linn Street.
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IN WITNESS WHEREOF, the City has caused the Agreement to be duly executed
in its name and behalf by its Mayor Pro Tem 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 its
sole proprietor, on or as of the day first above written.
CITY OF IOWA CITY, IOWA
61111*19
BY:
CITY CLERK MAYOR PRO TEM
Mid -City Associates - Iowa City
BY:
Harry A. Johnson, Jr. Sole Proprietor
STATE OF IOWA )
ss
COUNTY OF JOHNSON )
On this day of , A.D., 198_, before me, a Notary
Public duly—commissioned and qualified in and for said County and State,
personally appeared David Perret, Mayor Pro Tem of the City of Iowa City,
Iowa, and Marian Karr, City Clerk of said City, each being to me
personally known to be the identical persons and officers named in the
foregoing instrument, who executed the same under and by virtue of the
authority vested in them by the City Council of said City, and each for
himself/herself acknowledged the execution thereof to be his/her
voluntary act and deed for purposes herein expressed.
Notary Public in and for the State of Iowa
STATE OF IOWA )
) ss
COUNTY OF JOHNSON )
On this day of , A.D., 198_, before me, a
Notary Public duly commissioned and qualified in and for said County and
State, personally appeared Harry A. Johnson, Jr., sole proprietor of Mid -
City Hotel Associates - Iowa City, personally known to be the identical
person named in the foregoing instrument who executed the same under and
by virtue of the authority vested in him, and for himself acknowledged the
execution thereof to be his voluntary act and deed for purposes herein
expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and Notarial Seal at
Iowa City, Iowa, the day and year last above written.
Notary Public in and for the State of Iowa
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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:
Commencing at a point of reference at the Northeasterly corner of said
Block 64;
thence South 89059120" West 222.00 feet along the Northerly line of said
Block 64 to the point of beginning (this is an assumed bearing for
purposes of this description only);
thence South 0°07100" East 199.54 feet along a line parallel with the
Easterly line of said Block 64 to a point on a Northerly outside face of
wall of a parking ramp;
thence North 89055147" West 79.34 feet along the said Northerly outside
face of wall to a point on an Easterly outside face of wall of said parking
ramp;
thence North 0104114" East 3.24 feet along the said Easterly outside face
of wall to a point on a Northerly outside face of wall of said parking
ramp;
thence North 89041'37" West 20.40 feet along said Northerly outside face
of wall and said line extended to a point on the Westerly line of said
Block 64;
thence North 45004'10" West 64.54 feet to a point of intersection with the
Southerly line of Lot 1 of said Block 82, extended Easterly;
thence North 0004110" West 45.56 feet along the Westerly line of said
Block 64 to a point of intersection with the Southerly line of Lot 1, of
said Block 82, extended Easterly;
thence North 89058'12" West 72.86 feet along the said Southerly line of
said Lot 1 extended Easterly to a point;
thence North 0°04'10" West 150.74 feet along the West line of the East
38.50 feet of said lot 1 to a point on the Northerly line of said Block 82;
thence South 89047'25" East 78.50 feet along the Northerly line of said
Block 82 and said line extended to a point on the centerline of said
Dubuque Street.
thence North 89059'20" East 139.57 feet along the Northerly line of said
Block 64 extended Westerly and the Northerly line of said Block 64 to the
point of beginning,
and subject to easements and restrictions of record, and containing 38,690
square feet, more or less.
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.A
Utility Easements
Parts of Block 82 and Dubuque Street, Original Town, Iowa City, Iowa as
shown on plat recorded in Johnson County Recorder's Office, Book 1,
Page 116; more particularly described as follows:
Easement 1: Commencing as a point of reference at the northeasterly
corner of Block 82; thence south 89041'25" east 4.50
feet to point of beginning; thence south 89047125"
east 35.50 feet to a point on centerline of Dubuque
Street right-of-way; thence north 89059'20" east
29.50 feet; thence south 00000'40" east 15.00 feet;
thence south 89059120" west 20.00 feet; thence north
00000'40" west 5.00 feet; thence south 89059'20" west
9.50 feet to a point on centerline of Dubuque Street
rigt-of-way; thence north 89047'25" west 35.50 feet;
thence north 00012' 35" east 10.00 feet to point of
beginning.
Easement 2: Commencing as a point of reference at the northeasterly
corner of block 82; Thence north 89047'25" west 28.50
feet to point of beginning; thence south 00004110" east
110.00 feet; thence south 48030129" east 61.48 feet;
thence north 89058'12" west 56.00 feet; thence north
00004'10" west 150.74 feet; thence south 89047125" east
10.00 feet to point of beginning.
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SCHEDULE B
PRICE OFFERED
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SCHEDULE C
TIME FOR CONVEYANCE
PARCEL NO. DATE
64-1b On or before
"February 1, 1984
This Contract is subject to the obtaining of satisfactory financing
arrangements via Industrial Revenue Bonds financing. In the event such
financing is not obtained all sums tendered under this contract shall be
refunded and this contract cancelled and any property deeded to buyer
shall be reconveyed to the City without lien or encumbrance, at buyer's
option.
1
1
7
1
SCHEDULE D
Improvements on the parcel listed below will commence and be completed in
accordance with the following schedule: