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HomeMy WebLinkAbout2001-12-11 Public hearingNOTICE OF MEETING OF THE COUNCIL OF THE CITY OF IOWA CITY, IOWA, ON THE MATTER OF THE PROPOSAL TO ENTER INTO A REVISED DEVELOPMENT AGREEMENT WITH SEABURY & SMITH, INC. AND SOUTHGATE DEVELOPMENT COMPANY, INC., AND THE HEARING THEREON PUBLIC NOTICE is hereby given that the Council of the City of Iowa City, Iowa, will hold a public heating on the 11th day of December, 2001, at 7:00 o'clock P.M., in the Emma J. Harvat Hall, Civic Center, Iowa City, Iowa, at which meeting the Council proposes to take additional action on the proposal to enter into a Revised Development Agreement (the "Agreement") with Seabury & Smith, Inc. and Southgate Development Company, Inc. (the "Developer"). The Agreement would obligate the Developer to construct certain Minimum Improvements (as defined in the Agreement) on certain real property located within the Northgate Corporate Park Urban Renewal Project Area as defined and legally described in the Development Agreement, consisting of the construction of a new office building of at least 46,000 square feet, together with related site preparation, utilities, landscaping and signage, under the terms and following satisfaction of the conditions set forth in the Agreement. The Revised Agreement differs from the Agreement approved on October 8, 2001, as it relates to insurance and reconstruction of the Minimum Improvements if they are destroyed by a non- insurable event. A copy of the Agreement is on file for public inspection during regular business hours in the office of the City Clerk, City Hall, Iowa City, Iowa. At the above meeting the Council shall receive oral or written objections from any resident or property owner of said City, to the proposal to enter into the Agreement with the Developer. After all objections have been received and considered, the Council will at this meeting or at any adjournment thereof, take additional action on the proposal or will abandon the proposal to authorize said Agreement. This notice is given by order of the Council of Iowa City, Iowa, as provided by Section 364.6 of the City Code of Iowa. Dated this 271h day of November, 2001. Marian K. Karr City Clerk of Iowa City, Iowa (End of Notice) City of Iowa City MEMORANDUM Date:November 21, 2001 To: City Council From: Sarah E. Holecek, First Assistant City Attorne~:~/'' Re: Proposed Changes to the Seabury & Smith/Southgate Development Agreement for Private Development On your consent calendar as item 3(e) is a Resolution Fixing the Date for a Public Hearing (December 11, 2001) on the Proposal to Amend the Development Agreement with Seabury & Smith, Inc. and Southgate Development Company Inc.. As indicated by the comment, since the City Council's approval of the Agreement on October 8, 2001, Seabury & Smith has requested that the Council amend Section 5.1 of the Agreement regarding Insurance Requirements. Specifically, the request is that the City change Section 5.1 by deleting subparagraph (d) and changing (c) from "causing such damage..." to instead provide as follows: "causing such damage to the extent Net Proceeds of insurance are available, or would have been available if Seabury or the Developer had met their obligations to insure as set forth above." Additionally, Seabury and Southgate have requested the addition of a clause making their obligations to build the facility under the agreement null and void should they fail to negotiate a lease of the subject property in the next six months. I have included pages from the former, approved agreement and those pages including the proposed revisions for comparison purposes. Regarding the changes to Section 5.1, as you may know, Seabury & Smith had offices housed in the World Trade Center on September 11, 2001 and was a victim of those terrorist attacks. Terrorist acts are generally not insurable casualties in the insurance industry. Thus, in the wake of their experience, Seabury is requesting that the Agreement be amended to remove the unconditional obligation to rebuild the structure in the event of destruction and provide that the structure shall be rebuilt only in the event of destruction as the result of an insurable casualty. The decision whether to make these amendments is essentially a 'business decision' by the Council considering its goals of tax-base growth and job creation, as there is no legal requirement that the structure be rebuilt on an unconditional basis under the Urban Renewal Plan or Urban Renewal Act. As for the addition of section 12.9, "Contingency", Seabury and Southgate have yet to forrealize a lease of the subject property. However, the Agreement for Private Redevelopment with the City contains obligations for construction on the subject property. However, each entity did not want to have the obligations under the City's Development agreement outstanding if they could not reach an agreement on the lease. Thus, Seabury and Southgate have requested the addition of Section 12.9, which makes the agreement null and void should they fail to execute a lease within 6 months. Cc: David Schoon Karin Franklin Eleanor M. Dilkes ' Steve Arkins sarah\ecodev\seabury and smith amendments explanation.doc (it) Comprehensive general public liability insurance, including personal injury liability for injuries to persons and/or property, including any i~Uurics resulting from the operation of automobiles or other motorized vehicles on or about the Development Property, m the minimum amount for each occurrence and for each year of $1,000,000. (iii) Such other insurance, including worker's compensation insurance respecting all employees of Seabury, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that Seabury may be self-insured with respect to all or any part of its liability for worker's compensation. (b) All insurance required by this Article V to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Seabury or the Developer which are authorized under the laws of the State to assume the risks covered thereby. Seabury or the Developer will deposit annually with the City copies of a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to Seabury or the Developer and the City at least ten (10) days before the cancellation or modification becomes effective. Not less than five (5) days prior to the expiration of any policy, Seabury or the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy confomaing to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Seabury or the Developer may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Seabury or the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (c) Seabury or the Developer agree to notify the City imnaediately in the case of damage exceeding $25,000 in amount to, or destruction of the Minimum improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Seabury or the Developer, and Seabury_ or the Developer will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, Seabury or the Developer will apply the Net Proceeds of -9- any insurance relating to such damage received by Seabury or the Developer to the payment or rein~bursement of the costs thereof. (d) SeabutT or the Developer shall complete tim repair, reconstruction and restoration of the Minimum Improvements, whether or not the Net Proceeds of insurance received by Seabury or the Developer for such purposes are sufficient. ARTICLE VI. _ADDITIONAL COVENANTS OF THE DEVELOPER AND/OR SEABURY Section (7.1. ~Maintenance of Properties_. Seabury and/or the Developer, as provided under the lease from Developer to Seabury, will maintain, preserve and kecp the Development Property and Minimum In~provements, in good repair and working order, ordinary wear and tear accepted, and from time to time will make all necessary repairs, replacements, renewals and additions. Section 6.2. Maintenance of Records. Seabury will keep at all times proper books of record and account in which full, true and correct entries will be made of all dealings and transactions of or in relation to the business and affairs of Seabury relating to the Development Property and Minimum Improvements, in accordance with generally accepted accounting principles consistently applied throughout the period involved, and Seabury will provide reasonable protection against loss or damage to such books of record and account. Section 6.3. Compliance with Laws. Seabury. will comply with all laws, rules and regulations relating to operating the Minimum Improvements, other than laws, rules and regulations the failure to comply with which or the sanctions and penalties resulting therefrom, would not have a material adverse effect on the business, property, operations, or condition, financial or otherwise, of Seabury. Section 6.4. Non-Discrimination. In operating the Minimum Improvements, SeabuD, shall not discriminate against any applicant, employee or tenant because of age, color, creed, disability, gender identity, marital status, national origin, race, religion, sex or sexual orientation. Seabury shall ensure tlnat applicants, employees and tenants are considered and are treated without regard to their age, color, creed, disability, gender identity, marital status, national origin, race, religion, sex or sexual orientation. -lo- (i i) Comprchcnsive general public liability insurance, including personal . i~Uury liability for injuries to persons and/or property, including any injuries resulting from the operation of automobiles or other motorized vehicles on or about the Development Property, in the minimum amount for each occurrence and for each year of $I,000,000. (iii) Such other insurauce, including worker's compensation insurance respecting all employees of Seabury, m such amount as is customarily cart'led by like organizations engaged in like activities of comparable size and liability exposure; provided that Seabury may be self-insured with respect to all or any part of its liability for worker's compensation. (b) All insurance required by this Article V to be provided prior to the Termination Date shall be taken out and maintained in responsible insurance companies selected by Seabury or the Developer which are authorized under the laws of the State to assume the risks covered thereby. Seabury or the Developer will deposit annually with the City copies of a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to Seabury or the Developer and the City at least ten (10) days before the cancellation or modification becomes effective. Not less than five (5) days prior to the expiration of any policy, Seabury or the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, Seabury or the Developer may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event Seabury or the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum hnprovements. (c) Seabury or the Developer agree to notify the City immediately in the case of damage exceeding $25,000 in amount to, or destruction oL the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net Proceeds of any such insurance shall be paid directly to Seabury or the Developer, and Seabury or the Developer will forthwith repair, recoustruct and restore the Minimun~ Improvements to ' subslantially the same or an improved condition or value as they existed prior to the evcm causing such damage to the extent Net Proceeds of insurance are available, or would have been available if Seabury or the Developer had met their obligatious to insure as set forth above. -9- Section 12,4. Counterparts. This Agreement mav be executcd in any numbcr of counterparts. each of which shall constitute one and the same instrument. Section 12.5. Governin~ Law. This Agreement shall be governed and construed in accordance with the laws of the State of loxva. Section 12.6. Entire A~reement. This Agreement and the exhibits hereto reflect thc entire agreement between the parties regarding the subject matter hereof.. and supersedes and replaces all prior agreements, negotiations or discussions. whether oral or xvritten. This Agreement may not be amended except by a subsequent writing signed by all parties hereto. Section 12.7. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Section 12.8. Termination Date. This Agreement shall terminate and be of no ihrther force or effect on and after Dece~nber 31, 2014. Section 12.9. Contingency. This Agreement is subject to and conditioned upon Seabury and Developer entering into a mutually acceptable lease agreement wherein . ,~c~ Developer leases to Seabury the Development property and Minimum Improvements for a 5¢C)" term of at least ten (10) years. IfSeabury and the Developer do not enter into such a lease within six (6) months after the execution of this Agreement by all parties, then either Seabury or Developer may terminate this Agreement and declare it null and void by giving written notice to the other parties. Upon entering into a lease, Developer and/or Seabury shall provide the City with a copy of the signed lease, signed me~norandum of lease or other satisfactory evidence that this contingency has been satisfied or waived. IN WITNESS WHEREOF, the City has caused this Agrccment to bc duly executed in its name and behalf by its Mayor and its seal to be hereunto duly aflixed and attested by its City Clerk, the Developer has caused this Agreement to be duly executed in its name and behalf by its President and Secretary, all on or as of the day first above written. ( SEAl_ ) CITY OF IOWA CITY, iO ~UA NOTICE OF PUBLIC HEARING Notice is hereby given that a public hearing will be held by the City Council of Iowa City, Iowa at 7:00 p.m. on the 11tl~ day of December, 2001, in the Civic Center, Emma J. Harvat Hall, 410 East ~/ashington Street, Iowa City, Iowa, in consideration of the following item: 1. An ordinance amending Section 1-9-3B of the Code of Ordinances of Iowa City, establishing the boundaries of the voting precincts in Iowa City. Copy of the proposed ordinance is on file for public examination at the office of the City Clerk, Civic Center, 410 East Washington Street, Iowa City, Iowa. Persons wishing to make their views known for Council consideration are encouraged to appear at the above mentioned time and place. MARlAN K. KARR, CITY CLERK