HomeMy WebLinkAbout1983-12-12 Resolutionh
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RESOLUTION N0. 83-390
RESOLUTION AUTHORIZING SEITLEMENr OF
OLD CAPITOL HOSTS LAWSUIT
WHEREAS, Old Capitol Hosts, Robert P. Thompson and Eugene H. Mueller filed
a lawsuit against the City of Iowa City, Iowa, Mid -City Hotel Associ-
ates -Iowa City and Harry A. Johnson, Jr. in the Iowa District Court for
Johnson County, Equity No. 48170; and
WHEREAS, lawyers for the parties to such suit have negotiated a settlement
agreement which would result in dismissal of the suit and of all claims by
the parties against each other.
NOW, THEREFORE, BE IT RESOLVED,that the proposed Settlement Agreement and
Mutual Release and Satisfaction of all Claims, a copy of which is attached
hereto, be and hereby is approved and that the Mayor is authorized to sign
such agreement and the City Clerk is authorized to attest to said agree-
ment.
and seconded by Dickson
It was moved by Lvnch roll call there were:
the Resolution be adopted, and upon
AYES: NAYS: ABSENT:
X Balmer
Dickson
R Erdahl
X Lynch
X McDonald
X Neuhauser
X Perret
X
Passed and approved this 12th day of December , 1963.
'/ MAYOR
ATTEST: Yh,�; -� 9C
CITY CLERK
Recoived & Approved
By s The Legall De amenf
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IN THE DISTRICT COURT OF IOWA IN AND FOR JOHNSON COUNTY
OLD CAPITOL HOSTS,
ROBERT P. THOMPSON and
EUGENE H. MUELLER,
- EQUITY N0. 48170
Plaintiffs, _
V. SETTLEMENT AGREEMENT AND
MUTUAL RELEASE AND SATISFACTION
CITY OF IOWA CITY, IOWA, OF ALL CLAIMS
MID CITY HOTEL ASSOCIATES -
IOWA CITY AND HARRY A. JOHNSON, JR.
Defendants.
This Settlement Agreement and Mutual Release and Satisfaction of All
Claims made and executed by and between Old Capitol Hosts, an unincoporated
association, by and through its President Charles R. Bringle, Robert P.
Thompson and Eugene H. Mueller (hereinafter collectively "plaintiffs") and the
City of Iowa City, Iowa, by and through Mary Neuhauser and Marion Karr, its
Mayor and its City Clerk, and Mid City Hotel Associates -Iowa City and Harry A.
Johnson, Jr. (hereinafter collectively, "defendants")
WITNESSETH;
WHEREAS, certain disputes have arisen between plaintiffs and defendants,
which disputes have been raised in that certain action venued in the District
Court for Johnson County, Iowa, entitled "Old Capitol Hosts, Robert P. Thompson
and Eugene H. Mueller, Plaintiffs, v. City of Iowa City, Iowa, Mid City Hotel
Associates -Iowa City and Harry A. Johnson, Jr., Defendants," bearing the court
file number, Equity No. 48170, and which disputes involve the planning,
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financing, construction, ultimate completion and operation of a hotel project
in downtown Iowa City, Iowa at or near the vacated Dubuque Street; and
WHEREAS, the parties to the aforementioned action, being desirous of
settling and compromising their differences, wish to dismiss with prejudice
the aforementioned action and all claims and counterclaims asserted therein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants hereinafter set forth, and specifically in further
consideration of the promises contained in the Covenants Not To Sue And
Agreements Not To Interfere, all of which are attached hereto as Exhibits 1
through 8 and made a part hereof by reference, the parties hereto agree as
follows:
1. The aforementioned action and all claims and counterclaims asserted
therein shall be dismissed with prejudice and on the merits, but without
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further costs to either plaintiffs or defendants through the execution of a
Stipulation of Dismissal by the attorneys representing each of the parties.
2. Plaintiffs, and each of them, hereby release and forever discharge
defendants, and each of them, from any and all claims. demands, rights,
actions, or causes of action of whatsoever kind or nature asserted, or which
could have been asserted, in the aforementioned civil action venued in the
District Court for Johnson County, Iowa.
3. Defendants, and each of them, hereby release and forever discharge
Plaintiffs, and each of them, of and from any and all claims, demands, rights,
actions, or causes of action of whatsoever kind or nature asserted, or which
could have been asserted, in the aforementioned civil action venued in the
District Court for Johnson County, Iowa.
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4. The parties hereto agree that the execution of this Settlement
Agreement and Mutual Release and Satisfaction of All Claims does not constitute
an admission of liability, but is given in full settlement and compromise of
disputed claims and counterclaims.
5. Plaintiffs, and each of them, hereby agree that, from the date of
this Agreement, they shall not institute any action, claim, demand or cause of
action of any kind or any nature under any law or laws, common or statutory,
state or federal with respect to the planning, financing, construction and
completion of the hotel at issue. For the purposes of this Agreement, "comple-
tion" shall be defined as the obtaining of a Certificate of occupancy or the
occupancy of hotel rooms. This Agreement is not intended
n ended of prohibit claims
the
or causes of action which may accrue after the comp
plaintiffs shall not interfere with the above referenced hotel project by
any act which would have or might have the effect of harming, delaying or
preventing the planning, financing, construction or completion of the hotel.
This Agreement shall not prevent the Plaintiffs, or any business organizations
with which they are affiliated, from competing with the hotel in any lawful
manner or by any lawful means, including but not limited to advertising,
marketing or other forms of business solicitation.
This Agreement shall not in any way prevent or preclude normal competitive
advertising or solicitation of business by Harry A. Johnson, Jr., Mid City
Hotel Associates -Iowa city, and Plaintiffs with respect to matters involving
and comparing location, room rentals, service, restaurant and lounge facilities,
etc. but shall preclude statements criticizing or vilifying Harry A. Johnson, .
ised as issues in the
Jr., and the hotel project with respect to matters ra
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allegations made by Plaintiffs in the above captioned lawsuit or presented to
the Iowa City City Council as an objection to public funding, building permits
and the street vacation for the hotel at issue.
6. The parties hereto declare, represent and warrant that no promise,
inducement or agreement not herein expressed has been made by or to any of
them and that this Settlement Agreement and Mutual Release and Satisfaction of
All Claims contains the entire agreement between the parties hereto, and that
the terms of this Settlement Agreement and Mutual Release and Satisfaction of
All Claims are contractual and not a mere recital.
IN WITNESS WHEREOF, the undersigned parties have set their hands.
Dated: /,/t>t:-y.:/✓.c
Dated:
Dated:
Dated: �,j J �y l3
ROBERT P. THOMPSON
By\
b rt P. Thompson f
EUGENE H. MUELLER
By
ugene IV Muel ler
CITY OF IOWA CITY, IOWA
By l
Mary Ne1q
auser
Its Mayo
Attest: lld itae
Marion Karr
Its City Clerk
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Dated: 12 - 17 . Sr -y
MID CITY HOTEL ASSOCIATES -IOWA CITY
By_
0a ohnson, r.
Sole Proprietor
HARRY A JOHNSON, JR.
Dated: /2 • /2 - Fs --3 B A.
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Harry A. Tohnson, r.
STATE OF )
COUNTY OF SS.
On this �_ day of (%t rci 1983, before me personally appeared
Charles R. Bringle to me personally nown, who, being by me first duly sworn,
did say that he is the President of Old Capitol Hosts, the unincorporated
association described in and which executed the foregoing instrument, and that
said Settlement Agreement, and Mutual Release and Satisfaction of All Claims
was signed on behalf of said unincorporated association by authority of its
members, and he acknowledged said instrument to be the free act and deed of
said association.
STATE OF )
COUNTY OF SS.
On this2 , day of 'h 1983, before me personally appeared
Mary Neuhauser and Marion arr tK — of me personally known, who, being by me first
9 duly sworn, did say that they are the Mayor and City Clerk of the City of Iowa
City,•Iowa, the entity described in and which executed the foregoing instrument,
and that said Settlement Agreement and Mutual Release and Satisfaction of All
Claims was signed on behalf of said entity by authority of the City Council,
and they acknowledged said instrument to be the free act and deed of said
entity.
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RESOLUTION NO. 83-391
RESOLUTION AUTHORIZING GRANT OF EASEMENT FOR RELOCATION
OF TELEPHONE LINES IN THE URBAN RENEWAL AREA
WHEREAS, in conjunction with development of Urban Renewal Parcel 64-1b for
hotel purposes, it became necessary that certain telephone lines be
relocated; and
WHEREAS, Northwestern Bell Telephone Company is moving those lines onto
City property which, in part, is not public right-of-way and requires an
easement for such relocated lines; and
WHEREAS, the City Council, by Resolution No. 83-341 has previously
authorized the granting of the Easement but the telephone company needs
the easement before the conveyance is made pursuant to Resolution M.
83-341.
NOW, THEREFORE, BE IT RESOLVED that the attached easement is hereby
approved and that the Mayor is authorized to sign and the City Clerk to
attest to said Easement.
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It was moved by McDonaldand seconded by Perret
the Resolution be adopted, and upon roll call there were:
F AYES: NAYS: ABSENT:
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X Balmer
X Dickson
X Erdahl
X Lynch
X McDonald
XNeuhauser
Perret
Passed and approved this 12th day of December , 1963.
MAYOR "�
ATTEST:SCcftcJ
CITY CLERK
Received 6 Approved
BYT/ho Lcgal Department
T /ZY PJ'
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EASEMENT
THIS AGREEMENT, made and entered into by and between the City of Iowa City, an
Iowa municipal corporation, of Iowa City, Iowa, First Party, which expression
shall include its successors in interest and assigns and the Northwestern Bell
Telephone Company, Second Party, which expression shall include its successors
in interest and assigns, WITNESSETH:
It is hereby agreed as follows:
For the sum of $1.00 plus other valuable consideration, the receipt of which is
hereby acknowledged, First Party hereby grants and conveys to Second Party a
permanent, non-exclusive easement for the purposes of excavating for and the
installation, replacement, maintenance and use of such telephone lines, pipes,
and conduits as Second Party shall from time to time require, with all necessary
appliances and fittings for use in connection with said telephone lines,
together with adequate protection therefore, and also a right-of-way, with right
of ingress and egress thereto, over and across all the area described as
follows:
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 89°47'25" east 4.50 feet to point of beginning;
thence south 89047'25" east 35.50 feet to a point on centerline of
Dubuque Street right-of-way; thence north 89°59120" east 29.50 feet;
thence south 00000'40" east 15.00 feet; thence south 89°59'20" west
20.00 feet; thence north 00°00'40" west 5.00 feet; thence south
89°59'20" west 9.50 feet to a point on centerline of Dubuque Street
i right-of-way; thence north 89°47125" west 35.50 feet; thence north
00°12'35" 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 89°47'25" west 28.50 feet to point of
" beginning; thence south 00104110" east 110.00 feet; thence south
48030129" east 61.48 feet; thence north 89058112" west 56.00 feet;
thence north 00004'10" west 150.74 feet; thence south 89147'25" east
10.00 feet to point of beginning.
First Party further grants to Second Party:
1. The right of grading said easement areas for the full width thereof and to
extend the cuts and fills for such grading into and on said lands along and
outside of said line to such extent as Second Party may find reasonably
necessary on land then owned by the First Party.
2. The right from time to time to trim and to cut down and clear away any and
all trees and brush on said easement areas and to trim and to cut down and
clear away any trees on either side of said areas which now or hereafter
may be a hazard to said lines or may interfere with the exercise of Second
Party's right hereunder in any manner.
3. Second Party shall indemnify First Party against any loss and damage which
shall be caused by the exercise of said ingress and egress, construction,
or maintenance, or by any wrongful or negligent act or omission of Second
Party, or of its agents or employees.
First Party reserves the right to use said easement areas for purposes
which will not interfere with Second Party's full enjoyment of the rights
hereby granted including without limitation, the right to grant easements
to others, and to use the easement areas for water lines, sanitary sewers
and storm sewers; provided that First Party shall not erect or construct
any building or other structure, or drill or operate any well, or construct
any reservoir or other obstructions on said area, or diminish or substan-
tially add to the ground cover over said pipe lines. Notwithstanding the
foregoing, First Party shall have the right to pave or otherwise improve
the surface of the easement areas, and if, while exercising its rights
hereunder, Second Party damages or removes any of such paving or other
surface covering installed by First Party, Second Party shall promptly
restore such surface area to the condition it was in prior to such damage
or removal.
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4. First Party does hereby covenant with Second Party that it is lawfully
seized and possessed of the real estate above described; that it has a good
and lawful right to convey it, or any part thereof.
5. The provisions hereby shall inure to the benefit of and bind the successors
and assigns of the respective parties hereto, and all covenants shall apply
to and run with the land.
DATED this 12th day of December , 1983.
CITY OF IOWA CITY, IOWA
BY: "tAry_wc . N`�. /
Mary C. euhauser, Mayor
BY:
lar'an K. Karr, City Clerk
NORTHWESTERN BELL TELEPHONE CO.
T. D. Smith, Vice Pr sident & CEO
BY: _
STATE OF IOWA ) Assis Secretary
SS:
POLK COUNTY )
On this 4th day of January. , 1984, before me, the undersigned, a
Notary Public in and for the State of Iowa, personally appeared T. D. Smith
and Kathy Bruchert to me known, who, being by me duly
sworn, did say that they are the Vice President R rF@nd of
said corporation executing the within and foregoing instrument to inch
this is is
attached, that the seal attached hereto is the seal of said corporation; that
said instrument was signed and sealed on behalf of said corporation by authority
of its Board of Directors; and that theVice President & CEOand Assistant Secretary
as such officers acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation, but it and by them voluntarily
executed.
R=-, AEr.PI bl9e5 Notary Public in for the
State of Iowa
STATE OF IOWA )
) SS:
JOHNSON COUNTY )
On this 12th day of December , 1983, before me, the undersigned, a
Notary Public in and for the State of Iowa, personally appeared Mary C.
Neuhauser and Marian K. Karr, to me personally known, who, being by me duly
sworn, did say that they are the Mayor and City Clerk, respectively, of said
municipal corporation executing the within and foregoing instrument; that the
seal affixed hereto is the seal of said municipal corporation; that said
instrument was signed and sealed on behalf of said municipal corporation by
authority of the City Council of said municipal corporation, and that the said
Mary C.. Neuhauser and Marian K. Karr acknowledged the execution of said instru-
ment to be the voluntary act and deed of said municipal corporation, by it and by
them voluntarily executed.
Notary fttblic i 'an fo the
State of Iowa
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Received R Approved
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RESOLUTION NO. 83-392
RESOLUTION AUTHORIZING MAYOR AND CITY CLERK TO EXECUTE
CONTRACT REQUIRED UNDER THE TERMS OF THE UDAG GRANT AGREEMENT
WHEREAS, by Resolution M. 83-386 , the City Council approved the Urban
Development Action Grant Agreement between the City and the U.S. Depart-
ment of Housing and Urban Development; and
WHEREAS, said Grant Agreement requires that the City and the Developer of
Urban Renewal Parcel 64-1b enter into a contract setting forth various
understandings.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA,
that:
1. The Mayor is authorized to sign, and the City Clerk to attest to the
Contract, a copy of which is attached hereto.
` 2. The City Manager is authorized to execute, on behalf of the City, all.
documents other than the Parking Agreement, which are attached to or
described in the Contract, and which relate to the UDAG Loan to Harry
A. Johnson, Jr.
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It was moved by Perret and seconded by Mcnonald
the Resolution be adopted, and upon roll call there were:
AYES: NAYS: ABSENT:
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X Balmer
X Dickson
I X Erdahl
X_ Lynch
_X McDonald
_ X Neuhauser
Perret
1 Passed and approved.this 12th day of December , 1983.
Cn
ATTEST:
CITY CLERK
I
RecOived & Approved
I00
By ,Thi= Legal Department
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THIS CONPRACT, by and between the City of Iowa City, Iowa, a municipal corpora-
tion (hereinafter referred to as "City" or "Recipient") and Harry A. Johnson,
Jr. d/b/a Mid -City Hotel Associates -Iowa City, a sole proprietorship,
(hereinafter referred to as "Developer").
RECITALS
WHEREAS,in furtherance of the Urban Renewal Act (Chapter 403 of the Cede of
Iowa (1983)), the City has undertaken a program for the clearance and rehabili-
tation or reconstruction of slum and blighted areas of the city, and is engaged
in carrying out an urban renewal project in Iowa City on a 37,560 square foot
parcel of land known as Urban Renewal Parcel 64-1b, and an easement area of
approximately 220 feet east and west by 20 feet north and south, both located
in Blocks 64 and 82, Original 7bwn, Iowa City, Iowa (hereinafter called the
"Project Area" or "Site"); and
WHEREAS. Developer has been selected by the City to carry out an urban renewal
project, consisting of acquisition of the Project Areal and construction of a
178 -room thereon at a total cost of not less than $12,139,000, said hotel to be
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operated initially by CIDCO Management Co., Inc, of Cleveland, Ohio, under a
franchise from Holiday Inns, Inc. of Memphis, rrennessee (all of said activities
shall hereinafter be referred to as the "Project"), and
WHEREAS, the Project is to be financed by use of not less than $2,310,000 or
Developer's equity, and $7,693,000 of commercial development revenue bonds to
be issued by the City, $2081,000 in Urban Development Action Grant (UDAG)
Funds to be obtained by the City from the United States Department of Housing
and Urban Development (HUD) and loaned by City to Developer (hereinafter
referred to as the "UDAG Loan"), and $55,000 of City funds; and
WHEREAS, under the terms and conditions of that certain UDAG Grant Agreement
between the City and HUD, which was executed on behalf of the Secretary of
Housing and Urban Development (hereinafter referred to as the "Secretary") on
September 9, 1983, and wilich is attached hereto as Exhibit 1, and which is in-
corporated herein by reference, the parties hereto are required to enter into a
contract containing certain provisions, all as set forth in said UDAG Grant
Agreement.
NOII, 7118REFORE, in consideration of the premises, and of the mutual convenants
and agreements contained herein, the parties hereto agree as follows:
AGREEMENTS
SECTION 1. Developer's Covenants and Agreement
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Developer covenants and agrees that he will, within the time set forth herein
for each specific act.-
A.
ct:
A. Acquire the Site, and complete construction of a 178 -room hotel
thereon, at a cost of not less than $12,139,000, no later than
September 1, 1985.
B. Invest at least $2,310,000 cash equity in the development of the
Project.
C. Prior to receipt of any funds from the UDAG Loan, enter into a Commit-
ment Agreement to Issue a License Agreement -New Development with '
Holiday Inns for the hotel. I
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D. Prior to receipt of any funds from the UDAG Loan, enter into a manage-
ment agreement with CIRCO to manage the operations of the hotel.
E. Prior to receipt of any funds from the UDAG Loan, enter into a Parking
Agreement with the Cit for such
Y parking in municipal parking ramps, as
may be required by the hotel on a daily basis.
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F. Prior to transmittal to the City, deposit all Program Income received
by Developer prior to completion of the City's Recipient Activities, in
an interest-bearing escrow account in a bank or other financial
Institution where accounts are insured by an agency of the U.S. {
Government.
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G. Transmit to the City, for payment of costs incurred for Recipient
Activities, all Program Income and interest thereon which is received
by Developer prior to completion of Recipient Activities.
t3. Erect and maintain a Project sign consistent with any criteria which
may be established by the Secretary.
I. Comply with all provisions of the UDAG Grant Agreement which are
applicable to Developer.
SECTION 2. City Covenants and Agreements.
The City covenants and agrees as follows:
A. It will loan up to $2,081,000 in UDAG Grant funds to Developer and
expend at least $55,000 of its money to partially finance the construc—
tion by Developer of a 178—room hotel on the Site. The terms and
conditions of the UDAG Loan shall be as set forth in the Loan Agreement
which is attached hereto as Exhibit II.
A. It will convey the Project Site to Developer, pursuant to the terms of
the Contract for Sale of Land for Private Redevelopment which is
attached hereto as Exhibit II, and the Easement which is attached
hereto as Exhibit III (hereinafter the "Land Sale Documents).
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G. Transmit to the City, for payment of costs incurred for Recipient
Activities, all Program Income and interest thereon which is received
by Developer prior to completion of Recipient Activities.
t3. Erect and maintain a Project sign consistent with any criteria which
may be established by the Secretary.
I. Comply with all provisions of the UDAG Grant Agreement which are
applicable to Developer.
SECTION 2. City Covenants and Agreements.
The City covenants and agrees as follows:
A. It will loan up to $2,081,000 in UDAG Grant funds to Developer and
expend at least $55,000 of its money to partially finance the construc—
tion by Developer of a 178—room hotel on the Site. The terms and
conditions of the UDAG Loan shall be as set forth in the Loan Agreement
which is attached hereto as Exhibit II.
A. It will convey the Project Site to Developer, pursuant to the terms of
the Contract for Sale of Land for Private Redevelopment which is
attached hereto as Exhibit II, and the Easement which is attached
hereto as Exhibit III (hereinafter the "Land Sale Documents).
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C. It will execute a parking agreement with Developer for such parking in
municipal parking ramps, as may be required by the hotel on a daily
basis.
D. It will issue not less than $7,693,000 in commercial development
revenue bonds for the purpose of partially financing construction of
the 178 -room hotel project.
E. It will use approximately $15,000 of its own money for Administrative
costs related to the Project.
SECTION III. Developer's Representations and Warranties
Developer represents and warrants that:
A. Assurances of Projected Jobs.
(1) In selecting the City for the UDAG Grant, the Secretary considered
certain representations by the City and Developer to the Secretary
that such grant is expected to create a specific number of
permanent new job opportunities, including a specific number of
new permanent job opportunities for minorities, CEPA-eligible
persons, and persons who, at the time of their employment, will be
persons of low- or moderate -income within the meaning of Section
570.3 of 29 C.F.R. Part 570, as may be from time to time amended.
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D. It will issue not less than $7,693,000 in commercial development
revenue bonds for the purpose of partially financing construction of
the 178 -room hotel project.
E. It will use approximately $15,000 of its own money for Administrative
costs related to the Project.
SECTION III. Developer's Representations and Warranties
Developer represents and warrants that:
A. Assurances of Projected Jobs.
(1) In selecting the City for the UDAG Grant, the Secretary considered
certain representations by the City and Developer to the Secretary
that such grant is expected to create a specific number of
permanent new job opportunities, including a specific number of
new permanent job opportunities for minorities, CEPA-eligible
persons, and persons who, at the time of their employment, will be
persons of low- or moderate -income within the meaning of Section
570.3 of 29 C.F.R. Part 570, as may be from time to time amended.
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(2) Developer acknowledges those representations in the initial
Application pertaining to the creation of certain numbers and
kinds of jobs and obligates himself to use his best effort to
create, or cause to be created, the numbers and kinds of jobs
within a period ending on July 1, 1987. Developer shall continu-
ously use his best efforts to insure that at least 150 of the
permanent jobs resulting from the Project are provided to low -and
moderate -income persons; that 25 of the permanent jobs are
provided to CETA-eligible persons, and that 10 of the permanent
jobs are provided to minorities.
B. Assurances of Governmental Approvals.
He as obtained , or has reasonable assurance that he will obtain, all
Federal, State and local governmental approvals and reviews required by
law to be obtained by Developer for the Project, except:
1. Design has not been approved by the City as required under the
terms of the rand Sale Documents.
2. Preliminary Case Report has not been approved by State Historical
Preservation Office.
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C.
D.
Assurances of Repayment of UDAG Loan and Completion of Project.
Developer acknowledges that the City, in selecting Developer as pre-
ferred developer for the Project, and the Secretary in selecting the
City for the award of the UDAG Grant, relied in material part upon the
assured completion of the Project, and Developer unconditionally and
irrevocably guarantees completion of the Project no later than Septem-
ber 1, 1985, and repayment to the City of the UDAG Loan on or before
the maturity date thereof.
Maintenance of Records.
Developer shall keep and maintain books, records and other documents
relating directly to receipt and disbursement of UDAG Loan funds.
E. Right to Inspect.
In addition to duly authorized representatives of the City, any duly
authorized representative of the Secretary or Canptroller General of
the United States shall, at all reasonable times, have access to and
the right to inspect, copy, audit, and examine all such books, records,
and other documents of the Developer until the completion of all
close-out procedures respecting the UDAG Grant, and the final settle-
ment and conclusion of all issues arising out of such grant.
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F. Access to Project.
Duly authorized representatives of the City or the Secretary shall, at
all reasonable times, have access to any portion of the Project in
which Developer is involved until the completion of all close—out
procedures respecting the UDAG Grant.
G. No Assignment or Succession.
No transfer of grant funds by the City to the Developer shall be or be
deemed an assignment of grant funds, and Developer shall neither
succeed to any rights, benefits or advantages of the City under the
Grant Agreement, nor attain rights, privileges, priorities, or interest
in or under the Grant Agreement.
H. Limitation of City Liability for Project Activities.
The City shall not be liable to developer, or to any party except [IUD,
for completion of, or the failure to complete any activities which are
part of the Project, except those spcified in Exhibit 8 of the Grant
Agreement.
I. Security Interest In Equipment.
The Developer represents that it is not expected that any capital
equipment will be purchased with proceeds of the UDAG loan. However,
in the event any capital equipment is purchased with proceeds of the
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WAG loan, the Developer will grant a first priority security interest
in such capital equipment to the City, execute appropriate security
agreements in favor of the City, and cause to be recorded all appropri-
ate Uniform Commercial Cade financing statements and security agree-
ments in favor of the City (which security agreements and financing
statements shall not contain an exculpation clause in favor of the
Developer).
Assurances Regarding Conflicts -of -Interest
Except for approved eligible administrative and personnel costs, no
member, officer, or employee of the City, or its designees, or agents,
no consultant, no member of the governing body of the City, an no other
public official of -the City who exercises or has exercised any functions
or responsibilities with respect to the Project during his or her
tenure, or who is in a position to participate in a decision-making
process or gain insight or information with regard to the Project, shall
have any interest, direct or indirect, in any contract or subcontract,
or the proceeds thereof, for work to be performed in connection with the
Project, or in any activity, or benefit therefrom, which is part of the
Project, at any time during or after such person's tenure. This
provision shall be in addition to the requirements in Attachments 0 of
OMB Circular A-102 and A-110.
(However, upon written request of the City, the Secretary may agree in
writing to waive a conflict otherwise prohibited by this provision ,
whenever there has been full public disclosure of the conflict of
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interest, and the Secretary determines that undue hardship will result
either to the City or the person affected by applying the prohibition
and that the granting of a waiver is in the public interest. No such
request for a waiver shall be made by City which would, in any way,
permit a violation of State or local law or any charter provision of
the City.)
SECTION 4. Re resentations and Warranties.
City represents and warrants that:
A.
B.
City's Cost and Expenditures._
It has on hand, or has previously expended, at least $55,000 of its
general funds for site preparation work at the Project Site, and
$15,000 of its general funds for administrative costs related to the
Project and the UDAG Loan.
Use of Loan Proceeds and Repayments.
Any repayments or other repayments received under the terms of the UDAG
Loan prior to completion of the UDAG funded Recipient Activities shall
be deposited in an interest-bearing account in a financial institution
t Upon completion of the
insured by an agency of the U.S. Governmen .
UDAG funded Recipient Activities, any funds held in said escrow shall
eligible under Title I of the Ho
be spent for activities
using and
Community Development Act of 1974 as amended, and shall be spent in �
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UDAG loan, the Developer will grant a first priority security interest
a in such capital equipment to the City, execute appropriate security
agreements in favor of the City, and cause to be recorded all appropri-
ate Uniform Commercial Code financing statements arca security agree-
ments in favor of the City (which security agreements and financing
statements shall not contain an exculpation clause in favor of the
Developer).
J. Assurances Regarding Conflicts -of -Interest
Except for approved eligible administrative and personnel costs, no
member, officer, or employee of the City, or its designees, or agents,
no consultant, no member of the governing body of the City, an no other
public official of -the City who exercises or has exercised any functions
or responsibilities with respect to the Project during his or her
tenure, or who is in a position to participate in a decision-making
process or gain insight or information with regard to the Project, shall
have any interest, direct or indirect, in any contract or subcontract,
or the proceeds thereof, for work to be performed in connection with the
Project, or in any activity, or benefit therefrom, which is part of the
Project, at any time during or after such person's tenure. This
provision shall be in addition to the requirements in Attachments 0 of
OM Circular A-102 and A-110.
(however, upon written request of the City, the Secretary may agree in
writing to waive a conflict otherwise prohibited by this provision ,
whenever there has been full public disclosure of the conflict of
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interest, and the Secretary determines that undue hardship will result
y either to the City or the person affected by applying the prohibition
and that the granting of a waiver is in the public interest. No such
request for a waiver shall be made by City which would, in any way,
permit a violation of State or local law or any charter provision of
the City.)
SECTION 4. Representations and Warranties
City represents and warrants that:
i
A. City's Cost and Expenditures.
I
It has on hand, or has previously expended, at least $55,000 of its
general funds for site preparation work at the Project Site, and
$15,000 of its general funds for administrative costs related to the
Project and the UDAG Loan.
B. Use of Loan Proceeds and Repayments
I
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Any repayments or other repayments received under the terms of the UDAG
Loan prior to completion of the UDAG funded Recipient Activities shall
be deposited in an interest-bearing account in a financial institution
insured by an agency of the U.S. Government. Upon completion of the
UDAG funded Recipient Activities, any funds held in said escrow shall
be spent for activities eligible under Title I of the Housing and j
Community Development Act of 1974 as amended, and shall be spent in
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accordance with Part 570 of Title 24 Code of Federal Regulations. Any
repayments received after completion of the UDAG funded Recipient
Activities shall be deemed miscellaneous revenues and shall be spent
for activities eligible under Title I of the Housing and Community
Development Act of 1974 as amended, and shall not be governed by Part
570.
SECTION 5. General Provisions
A.
A.
C.
Definitions.
Unless specifically provided otherwise or the context otherwise
requires, all terms used herein shall have the same meaning as the
terms contained in the UDAG Grant Agreement.
Default.
A default shall consist of any breach of any covenant, agreement,
provision, or warranty made by either party in this Contract, or in any
contract or agreement made pursuant to the terms of this Contract.
Disclaimer of Relationships
Nothing contained in the Grant Agreement, or in this Contract, no any
act of the Secretary, the City, or any of the parties, shall be deemed
or construed by any of the parties, or by any third persons, to create
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accordance with Part 570 of Title 24 Code of Federal Regulations. Any
repayments received after completion of the UDAG funded Recipient
Activities shall be deemed miscellaneous revenues and shall be spent
for activities eligible under Title I of the Housing and Community
Development Act of 1974 as amended, and shall not be governed by Part
570.
SECTION 5. General Provisions
A.
A.
C.
Definitions.
Unless specifically provided otherwise or the context otherwise
requires, all terms used herein shall have the same meaning as the
terms contained in the UDAG Grant Agreement.
Default.
A default shall consist of any breach of any covenant, agreement,
provision, or warranty made by either party in this Contract, or in any
contract or agreement made pursuant to the terms of this Contract.
Disclaimer of Relationships
Nothing contained in the Grant Agreement, or in this Contract, no any
act of the Secretary, the City, or any of the parties, shall be deemed
or construed by any of the parties, or by any third persons, to create
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any relationship of third -party beneficiary, principal and agent,
d limited or general partnership, or joint venture, or of any association
or relationship involving the secretary or the City.
D. Governing law,
0
,his Contract as it may effect the rights, remedies, duties and
obligations of the parties hereto, shall be governed by and construed
in accordance with the laws of the State of Iowa. However, as provided
in the UDAG Grant Agreement, and to the extent provided therein,
Federal law shall apply to the provisions of the Grant Agreement.
E. Amendment of this Contract.
This Contract, or any part hereof, may be amended from time to time
hereafter only in writing executed by the Developer and the City, but
any such amendment which constitutes a material change shall be subject
to approval by the Secretary. "Material" shall be defined as anything
which cancels or reduces any developmental, construction, job creating
or financial obligation of developer by more than ten (108) percent,
changes the site or character of any development activity, or increases
any time for performance by a party by more than thirty (30) days.
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F.
G.
H.
Entire Agreement.
This Contract, and the agreements to be entered into pursuant to the
terms hereof constitutes the entire agreement between the parties, and
supercedes all prior oral and written agreements between the parties
here to with respect to the Project.
Execution in Counterparts.
This Contract may be executed in any number of counterparts. All such
counterparts shall be deemed to be originals and together shall
constitute but one in the same instrument.
Waivers.
Either party hereto may, to the extent permitted by law, and the UDAG
Grant Agreement, waive any requirement or provision of this Contract.
No act by or on behalf of either party shall be, or be deemed or
construed to be, a waiver of any such requirement or provision, unless
the same be in writing, signed by or on behalf of the party making the
waiver, and expressly stated to constitute such waiver. No waiver
shall be deemed or construed to be a waiver of any other provision or
requirement of this Contract.
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I. Effective Date.
'This Contract shall be effective on the date on which it has been
executed by both parties hereto. 1
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I IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed
individually by developer and on behalf of the City by its Mayor and City
Clerk.
a
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i Harry A. Johnson, Jr. d/b/a
Mid -City Hotel Associates -Iowa City
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Harry A. Johnson, Jr., Sole Proprietor
Date: )? -.2343
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N CITY OF IOWA CITY
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BY: �UIIllUtr�liaof
Mayor
Raroh ed i Approved
g
Y the Legal Daporfi mt
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BY:
City Clerk
Date: December 12,1983
COO
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RESOLUTION NO. 83- 393
RESOLUTION AUTHORIZING EXECUTION OF AN ACCESS EASEMENT FOR THE INTERIOR PEDESTRIAN
WALKWAY PUBLIC RIGHT-OF-14AY AND AN EXTERIOR PEDESTRIAN PUBLIC RIGHT-OF-
IdAY ON URBAN RENEWAL PARCEL 64-1b (HOTEL SITE) BET14EEN THE CITY OF IOWA
CITY AND DR. HARRY A. JOHNSON, JR. DOING BUSINESS AS MID -CITY HOTEL ASSOCIATES
-IOWA CITY.
WHEREAS, the City of Iowa City, Iowa acting as the Local Public Agency, did
by Resolution 83-341 authorize execution of the Contract fcr Sale of Land for
Private Redevelopment for Urban Renewal Parcel 64-1b to Dr. Harry A. Johnson,
Jr. dba Mid -City Hotel Associates -Iowa City hereinafter referred to as
Hotel Associates; and
WHEREAS, said contract for the sale of land referenced above stated in Part I,
Section 12 that a separate written agreement for pedestrian easements would be
entered into by the City of Iowa City and Hotel Associates.
NOW, THEREFORE, BE IT RESOLVED that a pedestrianeasement agreement (Attachment
1) be approved by the City Council of the City of Iowa City and that the Mayor
of the City of Iwoa City be authorized to sign the easement agreement and that
the City Clerk is authorized to attest to said agreement.
It was moved by Perret and seconded b
the Resolution be adopted and upon roll call there were'.
AYES: NAYS: ABSENT:
X X Balmer
Dickson
—R ' Erdahl
Lynch
X McDonald
—R— Neuhauser
Perret
Passed and approved this 12th day of December
1983.
ATTEST: %
CITY CLERK
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Received & Approved
By Th gal Deprhmnt
iz�f3
33a73
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PEDESTRIAN ACCESS EASEMENT AGREEMENT
This Easement Agreement is entered into this 12th day
of December , 1983, between the City of Iowa City,
Iowa, a municipal corporation, hereinafter referred to as the
"City," and Harry A. Johnson, Jr. doing business as Mid -City
Hotel Associates - Iowa City, hereinafter referred to as "Hotel
Associates"; and
WHEREAS, concurrently with the execution and delivery
of this Easement Agreement, Hotel Associates is acquiring
certain land from the City, which land is located in Urban
Renewal Parcel 64-1b in the City; and
WHEREAS, Hotel Associates will acquire and construct a
hotel facility on such land; and
WHEREAS, in connection with the sale of such land from
the City to Hotel Associates, the City has required the
execution and delivery of this Easement Agreement in order to
provide public pedestrian access through such hotel facility;
and
WHEREAS, the parties to this agreement wish to set out
the specific terms and conditions of their agreement concerning
such pedestrian access.
NOW, THEREFORE, IT IS AGREED as follows:
1. Easement Area. The easement area shall be those
two areas in Block 64, Iowa City, Iowa, as particularly shown
and described in the attached plat of survey, marked as Exhibit
A, and by this reference made a part hereof.
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2. Nature and Extent of Easement. Hotel Associates
hereby grants to the City, for the benefit of the City and the
parcels identified on Exhibit B attached hereto and hereby made
a part hereof, a permanent nonexclusive easement for pedestrian
access over and across the easement area. Such easement shall
be perpetual, nonexclusive and provide 24-hour access for
pedestrian traffic.
3. Maintenance. Hotel Associates agrees to maintain the
westerly most portion of the easement area which is located adjacent to
the exterior of the hotel facility and Hotel Associates agrees to maintain
the easterly most portion of the easement area which is located in the
interior of the hotel facility.
4. Binding Effect. The provisions stated herein
shall be for the benefit of and bind the personal
representatives, heirs, successors and assigns of the City and
Hotel Associates, and the parcels identified on Exhibit B
hereto, and the terms and conditions set forth above shall
constitute covenants running with the land.
MID -CITY HOTEL ASSOCIATES - IOWA CITY
Harry . Johnson, Jr.
2.
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CITY OF IOWA CITY, IOWA
By -W�r. I kuJ&uji4Lr-
Mary Jleuhauser, Mayor
ATTEST:
Cit Clerk
STATE OFf� )
�/,SS.
COUNTY OF )
On this day of 1983, before
me, the undersigned, a Notary Public in and for said State,
personally appeared Harry A. Johnson, Jr., to me known to be the
identical person named in and who executed the foregoing
instrument, and acknowledged that he executed the same as his
voluntary act and deed.
�.,^„rte • � „w� aeoavu
RICHARD S. PETERSON
"ylN .�a 110TA!;V
`y�t'i Aly CommAss.an ExCiralan l5, 19BB
G
STATE OF IOWA
) SS.
JOHNSON COUNTY )
On this 12th day of December 1983, before
me, a Notary Public duly commissioned and qualified in and for
said County and State, personally appeared Mary C. Neuhauser,
Mayor 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.
Not,ry Vublic1j-
3.
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EXHIBIT A --PEDESTRIAN ACCESS EASEMENT FOR URBAN RENEWAL PARCEL 54-3b.
The exact dimensions of the exterior and interior pedestrian easements
are to be determined by legal survey.
For illustrative purposes, locations of interior and exterior walkways:
Interior 10
Walkway
Exterior
Walkway
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Exact legal descriptions of the adjacement properties to be provided.
For the purposes of description, those adjacent properties are as
follows:
1. Urban Renewal Parcel 64-1a
2, Urban Renewal Parcel 82-1 3. Urban Renewal Parcel 81-7a8 (Plaza Centre One)
(College Block Building)
4. Block 65 OT, Lot 5 (Lenoch & Cilek True Value Hardware Store)
33x3
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RESOLUTION N0. 83-,o4
r
RESOLUTION APPROVING PRELIMINARY DESIGN PLANS FOR URBAN RENEWAL
PARCEL 64-1b (HOTEL SITE)
WHEREAS, the City Council of the City of Iowa City, Iowa, has solicited
Offers to Purchase and Redevelop Urban Renewal Parcel 64-1b; and
WHEREAS, the City Council has under the terms of the land disposition
agreement reserved the right to approve Preliminary Design Plans of the
development to occur on Urban Renewal Parcel 64-1b; and
WHEREAS, Dr. Harry A. Johnson, Jr. doing business as Mid-City Hotel Associ-
ates- Iowa City has submitted preliminary design plans for the redevelopment
of Parcel 64-1b in the Iowa City Urban Renewal Project area; and
WHEREAS, said Preliminary Design Plans have been reviewed by the Design
Review Committee at its December 7, 1983, meeting and a recommendation from
the Design Review Committee has been received by the City Council,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF IOWA CITY, IOWA, that
`
the Preliminary Design Plans submitted by Dr. Harry A. Johnson, Jr. doing I
business as Mid-City Hotel Associates - Iowa City are hereby approved subject
to the conditions and reservations set forth in Attachment A to this Resolu-
tions which attachment is by this reference hereby incorporated.
It was moved by Perret and seconded by Dickson
the Resolution be adopted, and upon roll call there were:
i
AYES: NAYS: ABSENT:
X Balmer j
X Dickson
X Erdahl
X Lynch
X McDonald b
X Neuhauser
X Ferret
Passed and approved this 12th day of December 1983.
,
�/1 I , 1 IYAHlL2�GA�
MAYOR
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ATTEST: /AA� �2 &d
. CITY CLERK
Received & Approved
By The Legal Deparimonf
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ATTACHMENT A TO RESOLUTION No. 83- 394
The approval of the Preliminary Design Plans for the redevelopment of Urban
Renewal parcel 69-1b subnitted by Dr. Harry A. Johnson, Jr. doing business as
Mid -City Hotel Associates - lowa City is hereby made subject to the following
conditions or reservations:
1. The City reserves the right to review and approve signage.
2. The City reserves the right to review and approve landscaping plans.
3. The City reserves the right to review and approve design plans for the
exterior walkway between the College Block Building (Urban Renewal Parcel
82-1a) and the interior walkway.
MIC ROF.I LMER_DY-.._
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City of Iowa Cit'
MEMORANDUM
Date: December 12,
1983
To: Neal Berlin,
City Manager
City Council
From:j�,,rAndrea Hauer
Re: Urban Renewal Development Chronology for Block 64
Date
Event
October 1969
Adoption of Urban Renewal Plan which included
development of a downtown hotel with extensive
conference facilities.
November 1974
old Capitol Associates' single developer bid.
May 1976
Court decision nullifying Old Capitol Associates'
single developer bid.
July 1977
Marketing of site for hotel.
October 1977
Designation of Dey Building Corporation as preferred
developer for hotel and Block 64.
July 1979
Recision of Dey Building Corporation as preferred
developer.
January 1980
Marketing of site for a joint hotel -department store
development.
May 1980
Designation of College Plaza Development Corporation
and High Country Corporation as preferred developer.
July 1980
Recision of College Plaza Development Corporation and
High Country Corporation as preferred developer.
July 1980
Designation of Plaza Towers Associates as preferred
developer.
January 1982
Recision of Plaza Towers Associates as preferred
developer.
March 1982
City Council decision to reconfigure urban renewal
property. Parcel 64-1a, the department store site,
is composed of the eastern portion of Block 64.
Parcel 64-1b, the hotel site, is composed of the
western portion of Block 64, the Dubuque Sreet
right-of-way, and Urban Renewal Parcel 82-1b.
April 1982
Marketing of department store site (Parcel 64-1a).
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May 1982 Designation of Armstrong's, Inc. as preferred
department store site developer.
September 1982 Marketing of hotel site (parcel 64-1b).
November 1982 Receipt of hotel bid proposals.
January 1983 Designation of Dr. Harry A. Johnson, Jr. as preferred
developer for hotel site.
February 1983 Recision of Armstrong's, Inc. as preferred developer
for Department Store site.
Chronology of Parcel
64-1b Work, Johnson Bid
Hotel Steering Committee Discussion
January 5, 1983
Recommendation of Johnson as hotel developer.
March 22, 1983
Discussion of UDAG application with City Council and
discussion of pedestrian passageways' configuration.
March 30, 1983
Approval of general design concepts (including
interior and exterior walkways).
Reyaested hotel elevations from developer.
Requested information on exterior facade materials
from developer.
June 16, 1983
Second request to developer for information on
exterior facade materials.
Second request to developer for elevations.
Recommendation to approve changing meetings roans
from second floor level to basement level.
July 7, 1983
Discussion of exterior facade materials.
September 14, 1983
Preliminary approval of portland cement stucco as
exterior material.
Request for additional information on facade appear—
ance and other design elements.
December 2, 1983
Consider design alterations to pedestrian walkways.
Redesign of various exterior design elements for
walkway.
Work with College Block Building owners regarding
treatment of College Block east exterior wall.
Request information on texture and color of exterior
facade materials.
December 7, 1983
Forward Hotel Steering Committee recommendation
accepting hotel design, subject to five restrictions
(see December 12, 1983, agenda for those items).
Forward Design Review Committee recommendations
accepting design (see December 12, 1983, agenda).
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Other Work
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January -April 1983
Preparation of Preliminary Urban Development Action
Grant application.
January -Present
Hotel design work.
April 1983
Council approval of preliminary grant
application.
May -June 1983
Consultation and negotiation with HELD on changes to
grant application.
July 1983
Informal notification
of UDAG award,
September 1983
Receipt of UDAG contract agreement.
Sept. -December 1983
Preparation of amendments and changes to
contract agreement. UDAG
� I December 1983
Council approval of UDAG contract
agreement.
Nov. -December 1983
Work on hotel -related
agreements (i.e. easements,
parking, City -developer loan contract,
!
etc.). mortgage note,
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CONTRACT
THIS CONTRACT, by and between the City of Iowa C
tion (hereinafter,�Imferred to as "City" or "Rec
d/b/a Mid -City Hotel )kssociates-Iowa City, a s
referred to as "Develop"). i
WHEREAS,in furtherance of the Urban
Iowa (1983)), the City has unde takes
tation or reconstruction of slum nd
in carrying out an urban renewal
parcel of land known as Urban Rent'
approximately 220 feet east and west
in Blocks 64 and 82, Original TLn ,
"Project Area" or "Site"); and /
Iowa, a municipal corpora-
ent") and Dr. Harry Johnson,
proprietorship, (hereinafter
riewal Act (Chapter 403 of the Code of
program for the clearance and rehabili-
ghted areas of the city, and is engaged
;t in Iowa City on a 37,560 square foot
Parcel 64-1b, and an easement area of
20 feet north and south, both located
4 City, Iowa (hereinafter called the
WIIRREhS, Developer has beenlost.
ected by the
project, consisting of acquiion of the PI
178 -room thereon at a total of not less
to carry out an urban renewal
Area, and construction of a
$12,139,000, said hotel to be
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operated initially by CIDOD Management Co., Inc. of Cleveland, Ohio, under a
franchise from Holiday Inns, Inc, of Memphis, Tennessee (all of said activities
shall hereinafter be referred to as the "Project"); and
WHEREAS, the Project is to financed by use of not less than $2,310,000 of
Developer's equity, and $7,699 000 of commercial develo
pment revenue bonds to
be issued by the City, $2,081, 00 in Urban Development Action Grant (UDAG)
Funds to be obtained by the City rom the U ited States Department of Housing
and Urban Development (HUD) and oaned y City to Developer (hereinafter
referred to as the "UDAG Loan"), and 55, 00 of City funds, and
WHEREAS, under the terms /ee
itio s of that certain MAG Grant Agreement
between the City and HUDwa exe•uted on behalf of the Secretary of
Housing and Urban Developinafter referred to as the "Secretary") on
September 9, 1983, and whitached her to as Exhibit I, and which is in-
corporated herein by referparties h eto are required to enter into a
contract containing certasions, all set forth in said UDAG Grant
Agreement.
MOP7, THEREFORE, in considethe premises, and of the mutual convenants
and agreements contained hee parties hereto agree as follows:
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SECTION 1. Developer's Covenants and Agreement
Developer covenanted agrees that he will, within the time set forth herein
for each specific act:\\
A. Acquire the Site, 'and complet construction of a 178 -room hotel
thereon, at a cost hof not ss than $12,139,000, no later than
September 1, 1985, if
B. Invest at least $2,310.0 cash
equity in the development of .the �
Project.
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C. Prior to receipt of any funds f om the UDAG Loan, enter into a Commit-
ment Agreement to Is ue a Licn a Agreement -New Development with '
Holiday Inns of the h tel.
D. Prior to receipt o any funds from the AG Loan, enter into a manage-
ment agreement wi CIDCO to manage the o ations of the hotel.
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E. Prior to receip of any funds from the UDAG n, enter into a Parking
Agreement with he City for such parking in municipal parking ramps, as
may be require by the hotel on a daily basis. \
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SECTION 1. Developer's Covenants and Agreement
Developer covenanted agrees that he will, within the time set forth herein
for each specific act:\\
A. Acquire the Site, 'and complet construction of a 178 -room hotel
thereon, at a cost hof not ss than $12,139,000, no later than
September 1, 1985, if
B. Invest at least $2,310.0 cash
equity in the development of .the �
Project.
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C. Prior to receipt of any funds f om the UDAG Loan, enter into a Commit-
ment Agreement to Is ue a Licn a Agreement -New Development with '
Holiday Inns of the h tel.
D. Prior to receipt o any funds from the AG Loan, enter into a manage-
ment agreement wi CIDCO to manage the o ations of the hotel.
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E. Prior to receip of any funds from the UDAG n, enter into a Parking
Agreement with he City for such parking in municipal parking ramps, as
may be require by the hotel on a daily basis. \
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G. Prior to transmittal to the City, deposit all Program Income received
by Developer prior to completion of the City's Recipient Activities, in
an interest-bearing escrow account in a bank or other financial
institution where accounts are insured by an agency of the U.S.
Government.
b
H. Transmit to the Cit „ for payment of costs incurred for Recipient
Activities, all Program\Income and interes /thereon which is received
by Developer prior to co'et
of Recip'ent Activities.
I. Erect and maintain a Project sign co istent with any criteria which
may be established by the Secretary.
J. Comply with all provisions of t ee UDAG Grant Agreement which are
V applicable to Developer. /
The City covenants and agrees as
A. It will loan up to $2,081 000 in UDAG Gra t funds to Developer and
expend at least $55,000 of 'ts money to partia ly finance the construc-
tion by Developer of a 78 -room hotel on th Site. The terms and
conditions of the UDAG Lo n shall be as set forth in the Loan Agreement
which is attached hereto as Exhibit II.
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B. It will convey the Project Site to Developer, Pe , pursuant to the terms of
the Contract for Sale of Land for Private Redevelopment which is
attached hereto as Exhibit II, and the Easement which is attached
hereto as Exhibit III (hereinafter the "Land Sale Documents).
C. It will execute a\parking agreement with Developer for such parking in
municipal parking ramps, as may be required by the hotel on a daily
basis.
D. It will issue not less an $7,693,000 in commercial development
revenue bonds for the purpos o partially financing construction of
the 178—room hotel project.
S. It will use approximately $15 000 its own money for Administrative
costs related to the Project.
B
Developer represents and warrants that:
A.
(1) In selecting the
certain represent
that such grant
Permanent new jo
new permanent ill
ity for the UDAG Grant, the Secretary considered
Lions by the City and Developer to the Secretary
is expected to create a specific number of
Opportunities, including a specific number of
opportunities for minorities, CETA—eligible
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persons, and persons who, at the time of their employment, will be
persons of low- or moderate -income within the meaning of Section
570.3 of 24 C.F.R. Part 570, as may be from time to time amended.
(2) Developer knowledges those representations in the initial
Application rtaining to the creation of certain numbers and
kinds of jobs a d obligates himself to use his best effort to
create, or cause o be created, the numbers and kinds of jobs
within a period endi n July 1, 1987. Developer shall continu-
ously use his best a orts to insure that at least 150 of the
permanent jobs resul ing from the Project are provided to low -and
moderate -income pe sons; that 25 of the permanent jobs are
provided to CETA- ligible persons, and that 10 of the permanent
jobs are provid to minorities.
B. Assurances of Gove ental Approvals. \
He as obtained , or has reasonable assuranc that he will obtain, all
Federal, State a d local governmental approval and reviews required by
law to be obtai ed by Developer for the Project, except:
1. Design has' not been approved by the City asl required under the
terms of I Land Sale Documents.
2. Preliminary Case Report has not been approved by State Historical
Preservation Office.
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C. Assurances of Repayment of UDAG Loan and Completion of Project.
Developer acknowledges that th City, in selecting Developer as pre-
ferred developer for the Proje t, and the Secretary in selecting the
City for the award of the UDAG rant, relied/ in material part upon the
assured completion of the Proj ct, and Developer unconditionally and
irrevocably guarantees completio of t e Project no later than Septen-r
bar 1, 1985, and repayment to th C ty of the UDAG Loan on or before
the maturity date thereof.
D. Maintenance of Records.
Developer shall keep and intain books, records and other documents
relating directly to rete' t and disbursement of UDAG Loan funds.
E. Right to Inspect.
In addition to du authorized represent tives of the City, any duly
authorized repre ntative of the Secretar or Comptroller General of
the United Sta s shall, at all reasonabl times, have access to and
the right to spect, copy, audit, and exam ne all such books, records,
and other d uments of the Developer un it the completion of
all
close-out ocedures respecting the WAG G ant, and the final settle-
ment and c nclusion of all issues arising o t of such grant.
F. Access to Project.
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Duly authorized representatives of the City or the Secretary shall, at
all reasonable times, have access to any portion of the Project in
which Developer is involved until the completion of all close-out
procedures respecting the UDAG Grant.
G. No Assignment or Succession. /
No transfer of grant funds by the City to the Developer shall be or be
deemed an Aaf grant funds, and Developer shall neither
succeed tobenefits or advantages of the City under the
Grant Agreein rights, privileges, priorities, or interest
in or undereement.
H. Limitation it Ifor Project Activities.
The City shall not be li ble td developer, or to any party except HUD,
for completion of, or a failur to complete any activities which are
part of the Project, xcept those pecified in Exhibit 8 of the Grant
Agreement.
In the event thDeveloper shall syndidaate the Project or the Project
shall be transferred to a partnership (h\ ject to the prior written
consent of City) then in any such event, each general partner of such
partnership shall covenant and agree with City to not to sell, trans-
fer, assign, pledge, hypothecate, or in any way dispose of his or her
partnership interest in the partnership without the prior written
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consent of the City. In the event City shall consent to any such
transaction during the first five years of the uDAG Loan, then such
partner shall pay to City 808 of the excess proceeds which such partner
shall receive or be entitled to receive arising from or out of any such
transaction, and 258 of excess proceedsZthe
ter the first five years of
said Loan. "Excess Proceeds" shall In difference between the
original equity investment by such pa tner in the
partnership and the
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total proceeds of the transaction fo the benefit of such partner.
I• Assurances ardinl Confl'
F '
acts -o -Interest
L _ I
Except for approved eligib administrative and personnel costs, no
member, officer, or a lo y of the City, or its designees, or agents,
no consultant, no membe of the governing body of the City, an no other
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public official of th
t
j Y who exercises or has exercised any func-
tions or responsibil ies ith respect to the Project during his or her
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tenure, or who is in a po 'tion to
participate in a decision-making
process or gain insight or formation with regard to the Project,
shall have any interest, dir t or indirect, in any contract or
subcontract, r the proceeds th reof, for work to be performed in
connection w th the Project, or in y activity, or benefit therefrom,
which is p rt of the Project, at any time during or after such person's
tenure. Thisn to the rovision shall be in addition requirements in
Attachments 0 of CMB Circular A-102 and A-110.
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(However, upon written request of the City, the Secretary may agree in
writing to waive a conflict otherwise prohibited by this provision
whenever there has been full public disclosure of the conflict of
interest, and the Secretary determines that undue hardship will result
either to the City or the person affe ted b applying
Y the prohibition
and that the granting of a waiver i in the public interest. No such
request for a waiver shall be ma by City which would, in any way,
Permit a viola on of State or cal law or any charter provision of
the City. )
4.
City represents and warrants that
A.
B.
It has on hand,
general funds f
$15,000 of its %C
Project and the/C
has Previous l expended, at least $55,000 of its
site preparatio work at the Project Site, and
cal funds for administrative costs related to the
Loan.
Any repayments or other repayments received unde\the terns of the UDAG
Loan prior to completion of the UDAG funded Recipient Activities shall
be deposited in an interest-bearing account in a financial institution
insured by an agency of the U.S. Government. Upon completion of the
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UDAG funded Recipient Activities, any funds held in said escrow shall
be spent for activities eligible under Title I of the Housing and
Community Development Act of 1974 as amended, and shall be spent in
accordance with Part 570 of Title 24 C of Federal Regulations. Any
repayments received after completion of the UDAG funded Recipient
Activities shall be deemed miscellane us revenues and shall be spent
for activities eligible under Title I of the Housing and Community
Development Act of 1974 as amended,,/ and shall not be governed by Part
570.
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SECTION 5. General Provisions
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A. Definitions.
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Unless specifically prov ded otherwise or the context otherwise
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requires, all terns used herei shall have the same meaning as the
terms contained in the UD G Grant greement.
B. Default.
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A default shall cons st of any breach o any covenant, agreement,
provision, or warrant made by either party i this Contract, or in any
contract or agreemen made pursuant to the terms of this Contract.
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C. Disclaimer of Relationships
E.
Nothing contained in the Grant Agreement, or in this Contract, no any
act of the Secretary, the City, or any of the parties, shall be deemed
or construed by any of the parties, or by any third persons, to create
any relationship of third -party benefic;nary, principal and agent,
limited or general partnership, or joint venture, or of any association
or relationship involving the secretary or the City.
14
This Contract as t may
obligations of the ties
in accordance with the a
in the QDAG Grant Agr
Federal law shall apply
eff t the rights, remedies, duties and
h eto, shall be governed by and construed
ws f the State of Iowa. However, as provided
ent, and to the extent provided therein,
the provisions of the Grant Agreement.
This Contract, or ny part her of, may be amended from time to time
hereafter only in iting execut by the Developer and the City, but
any such amendmen which constitutes a material change shall be subject
to approval by t e Secretary. "'Materi 1" shall be defined as anything
which cancels o reduces any developmen 1, construction, job creating
or financial o ligation of developer by mo e than ten (108) percent,
changes the si a or character of any developmeactivity, or increases
any time for performance by a party by more than. (30) days.
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F.
G.
H
Entire Agreement.
This Contract, and the agreements to be entered into pursuant to the
terms hereof constitutes the entire agreement between the parties, and
supercedes all prior oral and written agreements between the parties
here to with respect to the Project.
Execution in Counterparts.
This Contract may executed in/annumber of counterparts. All such
counterparts shall be deemedbe originals and together shall
constitute but one in a same ment.
Waivers.
Either party her/wa*ver
o the extent permitted by law, and the UDAG
Grant Agreement, y requir ent or provision of this Contract.
No act by or onof either party rty shall be, or be deemed or
construed to be, of any such requirement or provision, unless
the same be in wrigned by or on \ half of the party making the
waiver, and expreted to constitute such waiver. No waiver
shall be deemed oued to be a waiver of any other provision or
requirement of thact.
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I. Effective Date.
This Contract shall be effective on the date on which it has been
executed by both parties hereto.
IN WPPNESS WHEREOF the parties hereto have caused this Contract to be executed
individually by developer and on behalf of the City by its Mayor and City
Clerk.
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Dr. Harry Johnson d/b/a
Mid -City Hotel Associates -Iowa
Dr. Harry Johnson, Sole Proprietor
Date
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CITY OF IOWA CITY
8Y:
Mayor
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